Medibilder ImPACS END-USER LICENSE AGREEMENT


    Bosch ImPACS Terms and Conditions

              1.   LIMITED LICENSE

    1.1. License Grant Robert Bosch Engineering and Business Solutions Private Limited having its registered office at 123, Industrial Layout, Hosur Road, Koramangala, Bangalore - 560095, India (RBEI), grants to customer (hereinafter "Customer", which means a user who has downloaded the ImPACS Software or has access to a web version of the ImPACS Software for use in relation to the Bosch Eyecam Device) a personal, non-transferable (except as provided herein), non-exclusive, limited-scope license to use, in accordance with this Agreement, the Bosch ImPACS and / or Medibilder - ImPACS software and any provided Third-Party Software (the Medibilder - ImPACS Software and Third-Party Software are collectively referred to herein as the "Software") and the related documentation provided by ImPACS ("Documentation"), as the Software and Documentation may be modified, revised and updated in accordance with this Agreement. In addition to Customer's other obligations under this Agreement, Customer's use of the Third-Party Software will be subject to any applicable license agreement(s), and Customer hereby agrees to be bound by such agreements. This license authorizes Customer to download the Software via means of web site access (the "Site"). Once installed, the Software will enable the Customer to upload certain Content (as defined hereinafter) on the Site, which will then reside on a cloud (the "Cloud").

    1.2. Scope Customer may use the Site, Cloud, Software and Documentation only in the ordinary course of its business operations and for its own business purposes and only at Customer's location(s) ("Designated Location(s)").

    1.3. Data Security Customer will maintain, in connection with the operation of the Software, Site and Cloud adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and eradication.

    1.4 Downloading, Installing, Copying, Accessing, by clicking the "accept" button, or otherwise using the program, shall imply that Customer have agreed on their own free will the terms of usage of this software as a licensee. If Customer is accepting these terms on behalf of another licensee, then Customer must represent and warrant that Customer have full authority to bind such licensee to these terms.

    1.5 Intended Use. The Purpose of the Software, Site and Cloud is for assisting the professionals with medical image analysis and management for the improvement and management of patient care in the clinical environment in compliance with applicable laws and regulations (hereinafter referred to as "Intended Use").

              2.   CONTENT

    "Content" means all data, information, text, pictures, digital imagery,including personal information of patients such as title, First Name, Last Name, Middle Name, Patient ID, Gender, DOB, Age, Height, Weight, Contact number, Address, Study / Patient / Disease details and description, Images for Fundus or Meibography analysis, Doctors review comments, annotations and markings, Patient reports, referring physicians name and other content related to patients and other data uploaded by Customer on the Cloud through the Site.

    2.1. Access to Content Customer shall upload all Content on the Cloud through the Site and shall be responsible for the accuracy of such Content. If RBEI becomes aware that any Content violates any law or regulation or infringes any intellectual property rights of a third party, RBEI shall promptly notify Customer. In the event either party desires to remove or block access to any such Content, the parties shall attempt in good faith to resolve such issue. In the event the parties are unable to resolve such issue, RBEI reserves the right to remove or block access to any such Content and/or terminate this Agreement upon reasonable notice. RBEI makes no claims that uploading the Content is appropriate or that it may be downloaded outside of India. Access to the Content may not be legal by certain persons or in certain countries. Customer acknowledges that authorized users accessing the Site from outside the India do so at their own risk and are responsible for compliance with local law. The Customer shall be responsible for obtaining consent from the patients for the collection, access, use, retention and dissemination of the Content belonging to the Patient which constitutes his/her personal information and to comply with applicable data privacy regulations while handling such Content. Further, the Customer shall provide the patients with opt-in/ opt-out options, so that they have an opportunity to withdraw consent at any time. The Customer understands that RBEI is relying on the Customer to have the necessary consents in place and shall indemnify and hold RBEI harmless from any loss, damage, claims, suits or actions arising due to the breach of the Customerís obligations here under.

    2.2. Condition & Ownership of Content Any Content Customer provides to RBEI or places on the Cloud through the Software in connection with this Agreement shall be in a condition and/or format that require no additional processing on the part of RBEI. RBEI shall make no effort and is under no obligation to validate that Content provided herein is correct or usable. RBEI makes no claim of ownership to any Content stored on behalf of Customer on the Cloud.

    2.3. Access by RBEI and Return of Content Content shall be available on the cloud servers until the Customer places a request for deletion of the data or on termination or non renewal of the contract. Customer permits RBEI to allow access of Content uploaded on the Cloud to its authorized personnel and shall provide that access in accordance with RBEI's policies and procedures then in effect for the Intended Use.Such access shall be provided to Bosch Super Admin and Technical team who take care of maintenance and feature enhancements of server. In the event that the relationship between Customer and RBEI is terminated, upon Customer's written request within 30 days from the date of termination and at Customer expense, RBEI shall return all Content from Cloud to Customer on mutually agreeable media in an industry standard format generally practiced in medical imaging. At the earliest of thirty (30) days or when the Content has been provided to Customer, RBEI shall have no obligation to maintain or provide any of the Content and shall thereafter, at its sole discretion, unless legally prohibited, delete all of the Content stored on the Cloud.

    2.4. Use and Interpretation of Content Customer assumes full responsibility and risk for the appropriate use of the Content. Nothing contained at the Site or in the Content is construed as medical diagnosis or treatment in lieu of consultation with appropriate medical personnel who can properly interpret the Content. RBEI does not directly or indirectly practice medicine or dispense medical services and therefore assumes no liability for the Content uploaded by the Customer or for any diagnosis or treatment made by Customer or its personnel in reliance thereon. Customer undertakes that all physicians and other health care personnel (collectively "Medical Personnel") who are accessing the Site and reviewing the Content will conduct themselves in a manner consistent with all applicable laws and regulations for patient care. Customer agrees that all designated Medical Personnel performing any interpretation using the Content on the Site or otherwise must be responsible for and understand any limitations inherently related to the Content data compression and hardware including any visual display limits that may affect the quality of the Content being reviewed. Further, if the Content on the Site is to be used for primary interpretation, then Customer agrees that such interpretation will be performed by qualified Medical Personnel who have an understanding of the basic technology of telemedicine, its strengths, weaknesses and limitations, and who are properly trained in the use of telemedicine equipment. Customer shall implement sufficient internal practices and procedures for routinely insuring that Medical Personnel performing Content interpretation will be both knowledgeable and responsible for determining the adequacy and quality of the Content being reviewed.

    2.5. Conditions of Content Processing & Archiving Customer understands that the Software uses data compression to facilitate faster transmission and storage. As a material condition of this Agreement, Customer agrees it shall implement sufficient internal practices and procedures for routinely insuring that Content transmitted by the Site back to Customers Designated Location will be periodically reviewed by knowledgeable and responsible Medical Personnel to ensure appropriate clinical image quality. Customer acknowledges that some Content may have a loss of information associated with image processing functions (filters) or image data compression (lossy compression) operations performed by the originator of the Content other than RBEI. Content on the Site may be lossless as well as lossy compressed. The lossy compression used at the originating site may result in loss of Content quality once it is transmitted to RBEI. Customer understands that it is Customer's responsibility to determine the trade-off between compression ratio and diagnostic quality of the Content sent to RBEI for archiving as RBEI is acting as the mere repository for what it is requested to receive and/or archive. Customer agrees that they shall be fully responsible for determining the compression ratio and the overall quality of the Content being created that is to be subsequently retransmitted by RBEI back to Customer and to its authorized designees.

    2.6 Use of Content for Research and Development Purpose Customer acknowledges that RBEI has access to the image Content in the Cloud in an anonymized (de-identified) form and agrees that RBEI is authorized to allow its authorised personnel to use such anonymized data for the internal research and development in order to improve the product features enabling better diagnosis. As it cannot be linked back to an individual, accessing anonymized data for this purpose does not currently require individual patient consent. Under no circumstances will RBEI have access to any personally identifiable patient information through the Cloud.

    2.7. Licensees Representations, Warranties, Covenants, and Indemnification Customer represents and warrants that (a) Customer is the owner, valid licensee, agent, or custodian of the Content, and has secured all necessary licenses, consents, authorizations and waivers for the use of the Content, including without limitation, all text, data, digital imagery and other information contained in all Content and there are no conflicting claim(s) with respect to Customer's rights thereto; (b) the use of the Content as contemplated herein shall not infringe the intellectual property rights (including trade secrets) of any party, or constitute defamation, invasion of privacy, breach of patient confidentiality, or the violation of any right of publicity or any other right of any party; (c) Customer has and will comply with all laws, rules and regulations regarding the Content; (d) Customer shall not use the Software to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of any patient, third party, or of RBEI, and (e) Customer shall implement sufficient internal practices and procedures to routinely insure, confirm and audit on a "timely basis" that all Content uploaded to the Software has been successfully received by RBEI. Timely basis for purposes of (e) above shall mean that Customer shall electronically notify RBEI within 24 hours of any Content that Customers determines, for any reason, was not successfully received by RBEI through the Software. Customer agrees to indemnify, defend and hold RBEI and its Affiliates harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys; fees resulting from or arising out of any claim, suit, action, or proceeding brought against RBEI, and/or its Affiliates alleging: (i) any claim inconsistent with Customer's representations, warranties and covenants contained in this Agreement, including without limitation, those set forth in this 2.6 above and (i) any virus, worm, Trojan horse, or other contaminating or destructive feature contained in any of the Content or arising out of Customer's and/or its authorized designees actions or omissions, and (ii) any claim alleging misuse, or abuse of the Site and/or Content; provided that RBEI notifies Customer promptly in writing of any such claim and gives all reasonable information and assistance at Customer expense. (k) Customer will create, retain, and provide to RBEI and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that use of the Software is in compliance with the Term and conditions, including, without limitation, all of RBEI's applicable licensing terms. (l) Upon reasonable notice, RBEI may verify customer compliance with the License T & C at all sites and for all environments in which Customer use (for any purpose) the Software subject to LICENSE T&C. Such verification will be conducted in a manner that minimizes disruption to customer business, and may be conducted on Customer's premises, during normal business hours. RBEI may use an independent auditor to assist with such verification, provided RBEI has a written confidentiality agreement in place with such auditor.

    2.8. Internet Limitations Customers acknowledges that RBEI does not and cannot control the flow of Content to or from RBEI's or Customer's Internet vendors and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which RBEI's or Customers connections to the Internet (or portions thereof) and/or the Content may be impaired, delayed, disrupted, and corrupted. Although RBEI will use commercially reasonable efforts to take action it deems appropriate to remedy and avoid such events, RBEI cannot guarantee or warrant that they will not occur and the parties agree that such events are Force Majeure.

    2.9. Automated lesion detection algorithm, which is an integral part of the Software, is a mathematical algorithm and its results should be used only for screening in correlation with a patient's clinical history. The automated detection is only for screening purpose hence should be further evaluated by a specialist for diagnosis

              3.   WARRANTIES AND LIMITATIONS

    3.1. Performance RBEI warrants to Customer that the Software, as and when delivered to Customer by RBEI and when properly used for the purpose and in the manner specifically authorized by this Agreement, will perform as described in the applicable Documentation in all material respects. RBEI's only obligation under this warranty is to correct any failure to so perform in accordance with the applicable RBEI warranty support service(s). Except to the extent that Customer's use of Third-Party Software will be subject to separate license agreements of such Third-Party Software, RBEI hereby assigns to Customer all third-party warranties and indemnities with respect to Customer's use of such Third-Party Software, to the fullest extent RBEI is permitted under applicable third-party license agreements.

    3.2. Right to License. RBEI warrants to Customer that it has the full legal right to grant to Customer the license granted under this Agreement.

    3.3. Exclusion for Unauthorized Actions and Results of Use RBEI will have no liability under any provision of this Agreement with respect to any performance problem, claim of infringement or other matter to the extent attributable to any unauthorized or improper use or modification of the Software, any unauthorized combination of the Software with other software (other than as specified in the Specified Configuration), any use of any version of the Software other than version(s) of the Software then currently supported by RBEI, any Third-Party Software, any portion of the Specified Configuration, any act or omission by Customer, its Affiliates or its customers or any breach of this Agreement by Customer. Customer is solely responsible for the results obtained from the use of the Software. Customer will use the Software in accordance with all applicable laws and regulations, and will indemnify RBEI for all liability arising out of Customer's failure to comply with such laws and regulations.

    3.4. Disclaimer EXCEPT AS EXPRESSLY STATED IN SECTIONS 3.1 AND 3.2 OF THIS AGREEMENT, THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS IS." WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, THE SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT AND EXCEPT AS EXPRESSLY STATED IN SECTIONS 3.1 AND 3.2 OF THIS AGREEMENT, NEITHER RBEI NOR ANY VENDORS OF THE THIRD-PARTY SOFTWARE MAKE ANY REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT. RBEI MAKES NO REPRESENTATIONS OR WARRANTIES, NOR WILL RBEI HAVE ANY LIABILITY WITH RESPECT TO, THE SPECIFIED CONFIGURATION, THE HARDWARE, ANY THIRD-PARTY SOFTWARE OR ANY OTHER THIRD-PARTY SOFTWARE, PRODUCTS OR SERVICES. ALL PRICING IS BASED ON SELF-SERVICE PRICING PLAN AND PAYABLE ONLY THROUGH AN AUTHORIZED PURCHASE PROCEDURE. RBEI RESERVES THE RIGHT TO CHANGE PRICING AT ANY TIME AND CUSTOMER WILL BE NOTIFIED IF SUCH CHANGE TAKES PLACE. IMPACS IS A NO-INSTALL APPLICATION FRAMEWORK THAT EXPLAINS USAGE AS CUSTOMER GO ALONG WITHOUT TRADITIONAL USER MANUALS. CUSTOMERS ARE EXPECTED TO SIGN UP AND USE IMPACS SERVICES LIKE ANY OTHER DOMAIN SPECIFIC CLOUD SERVICES. DIAGNOSTIC APPLICATIONS TRAINING AND SERVICES ARE NOT INCLUDED IN THIS PRICING. IF INTERESTED PLEASE CONTACT RBEI AT RBEI.PACSADMIN@IN.BOSCH.COM TO PURCHASE APPLICATION, IMPLEMENTATION AND OTHER CUSTOM INTERFACE / INTEGRATION SERVICES.

    3.5. Limitations RBEI'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL UNDER NO CIRCUMSTANCES EXCEED THE INITIAL SOFTWARE LICENSE FEES ACTUALLY PAID BY CUSTOMER TO RBEI. NOR SHALL RBEI BE LIABLE FOR THE COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES.

    3.6. Consequential Damage Exclusion UNDER NO CIRCUMSTANCES WILL RBEI OR ANY VENDOR OF THIRD-PARTY SOFTWARE (OR ANY AFFILIATES PROVIDING SOFTWARE OR SERVICES UNDER THIS AGREEMENT) BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR PERSONAL INJURY, LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA OR SOFTWARE, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS OR DELIVERY OF SERVICES, OR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING SUCH DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF RBEI HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

    3.7. Other Limitations The warranties made by RBEI in this Agreement, and the obligations of RBEI under this Agreement, run only to Customer and not to its Affiliates, its patients or any other Persons. Under no circumstances will any Affiliate or customer of Customer or any other Person be considered a third-party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement, even if such Affiliates, customers or other Persons are provided access to the Software or data maintained in the Software via the Internet or other networked environment. Customer will have no rights or remedies against RBEI except as specifically provided in this Agreement. No action or claim of any type relating to this Agreement may be brought or made by Customer more than one (1) year after Customer first has knowledge of the basis for the action or claim.

              4.   CONFIDENTIALITY AND OWNERSHIP

    4.1. RBEI's Proprietary Items, Ownership Rights The Proprietary Items are trade secrets and proprietary property of RBEI or, with respect to the Third-Party Software, the respective vendors of such Third-Party Software, having great commercial value to RBEI or such vendors. All Proprietary Items provided to Customer under this Agreement are being provided on a strictly confidential and limited use basis. Customer will not, directly or indirectly, communicate, publish, display, loan, give or otherwise disclose any Proprietary Item to any Person, or permit any Person to have access to or possession of any Proprietary Item. Title to all Proprietary Items and all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights will be and remain exclusively with RBEI or applicable third-party vendors, even with respect to such items that were created by RBEI specifically for or on behalf of Customer. This Agreement is not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights to any Proprietary Items are transferred to Customer by virtue of this Agreement. All copies of Proprietary Items in Customer's possession will remain the exclusive property of RBEI and will be deemed to be on loan to Customer during the term of this Agreement.

    4.2. Use Restrictions

    Customer will not do, attempt to do, nor permit any other Person to do, any of the following:
    1. use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by this Agreement;
    2. make or retain any Copy of any Proprietary Item except as specifically authorized by this Agreement;
    3. create or recreate the source code for the Software, or re-engineer, reverse engineer, decompile or disassemble the Software;
    4. modify, adapt, translate or create derivative works based upon the Software or Documentation, or combine or merge any part of the Software or Documentation with or into any other software or documentation;
    5. refer to or otherwise use any Proprietary Item as part of any effort either (i) to develop a program having any functional attributes, visual expressions or other features similar to those of the Software or (ii) to compete with RBEI;
    6. remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Proprietary Item, or fail to preserve all copyright and other proprietary notices in any Copy of any Proprietary Item made by Customer;
    7. sell, market, license, sublicense, distribute or otherwise grant to any Person, including any outsourcer, vendor, consultant or partner, any right to use any Proprietary Item, whether on Customer's behalf or otherwise; or
    8. use the Software to conduct any type of service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services to any Person, whether on a fee basis or otherwise.
    9. User will not without the prior written consent of RBEI, disclose to any third party the contents of these terms and conditions or any information obtained by RBEI in connection with the license of the Software. Customers obligations as to confidentiality shall continue in effect for an indefinite period.

    4.3. Notice and Remedy of Breaches Each party will promptly give written notice to the other of any actual or suspected breach by it of any of the provisions of this Section 3, whether or not intentional, and the breaching party will, at its expense, take all steps reasonably requested by the other party to prevent or remedy the breach.

    4.4. Enforcement Each party acknowledges that the restrictions in this Agreement are reasonable and necessary to protect the other's legitimate business interests. Each party acknowledges that any breach of any of the provisions of this Section 3 will result in irreparable injury to the other for which money damages could not adequately compensate. If there is a breach, then the injured party will be entitled, in addition to all other rights and remedies which it may have at law or in equity, to have a decree of specific performance or an injunction issued by any competent court, requiring the breach to be cured or enjoining all Persons involved from continuing the breach. The existence of any claim or cause of action that a party or any other Person may have against the other party will not constitute a defence or bar to the enforcement of any of the provisions of this Section 3.

    4.5 Data Usage - Customer agree that RBEI and its subsidiaries and agents may collect, maintain, process and use technical and related information, including but not limited to information about customers computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to customer (if any) related to the Software, and to verify compliance with the terms of this License.

              5.   TERMINATION

    5.1. Termination by Customer

    Customer may immediately terminate this Agreement, by giving written notice of termination to RBEI, upon the occurrence of any of the following events:
    1. RBEI breaches any of its material obligations under this Agreement and does not cure the breach within thirty (30) days (provided that the breach is susceptible to cure) after Customer gives written notice to RBEI describing the breach in reasonable detail;
    2. The ImPACS End-User License Agreement is terminated; or
    3. RBEI dissolves or liquidates or otherwise discontinues all or a significant part of its business operations.

    5.2. Termination by RBEI

    RBEI may immediately terminate this Agreement, by giving written notice of termination to Customer, upon the occurrence of any of the following events:
    1. Customer breaches any of its material obligations under this Agreement, the Customer Sales Agreement or any other agreement with RBEI and does not cure the breach within thirty (30) days (provided that the breach is susceptible to cure) after RBEI gives written notice to Customer describing the breach in reasonable detail;
    2. The ImPACS End-User License Agreement is terminated; or
    3. Customer dissolves or liquidates or otherwise discontinues all or a significant part of its business operations.

    5.3. Effect of Termination Upon a termination of this Agreement, whether under this Section 5 or otherwise, Customer will: (a) discontinue all use of all affected Software and Documentation, (b) promptly return to RBEI all copies of the Software and Documentation and all other Proprietary Items then in Customer's possession and (c) give written notice to RBEI certifying that all copies of the Software and Documentation have been permanently deleted from its computers. Customer will remain liable for all payments due to RBEI with respect to the period ending on the date of termination. RBEI shall be relieved of any obligations to provide software, services (except for return of content services elected by Customer in accordance with Section 2.3) or make any shipments of hardware and may cancel all outstanding orders, regardless of previous acceptance by RBEI of such order; (ii) Customer shall promptly pay all amounts accrued or otherwise owing to RBEI as of the effective date of such termination or expiration; (iii) all outstanding invoices to Customer and other amounts due to RBEI from Customer shall become immediately due and payable; and (iv) RBEI shall have no liability to Customer or any Third Party due to termination or expiration of this Agreement. The provisions of Sections 2 (except 2.1), 3, and 4.3 will survive any termination of this Agreement, whether under this Section 4 or otherwise.

              6.   OTHER PROVISIONS

    6.1. Parties in Interest This Agreement will bind, benefit and be enforceable by and against RBEI and Customer and, to the extent permitted hereby, their respective successors and assigns. Customer will not assign this Agreement or any of its rights hereunder, nor delegate any of its obligations hereunder, without RBEI's prior written consent, except that such consent will not be required in the case of an assignment to (i) a purchaser of or successor to substantially all of Customer's business (unless such purchaser or successor is a software, data processing or computer services vendor that is a competitor of RBEI or any of its Affiliates) or (ii) an Affiliate of Customer, provided that the scope of the license granted under this Agreement does not change and Customer guarantees the obligations of the assignee. Any assignment by Customer in breach of this Section will be void. Any express assignment of this Agreement, any change in control of Customer, any acquisition of additional business by Customer (by asset acquisition, merger or otherwise by operation of law) and any assignment by merger or otherwise by operation of law, will constitute an assignment of this Agreement by Customer for purposes of this Section.

    6.2. Applicable Law This Agreement shall be governed by and construed in accordance with the Indian law, without giving effect to its conflict of laws principles. Customer agree to use of the Site or any ImPACS software in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the Software. The exclusive jurisdiction for all disputes arising out of this Agreement shall be with competent courts in Bangalore, India. Customer agree to use the Software in accordance with the applicable privacy laws. In particular, customer agree to take the third parties/patients consent to upload / store / share such third parties/patients health records.

    6.3. Governing Agreement THIS AGREEMENT IS SUBJECT TO ALL OF THE PROVISIONS OF THE CUSTOMER SALES AGREEMENT, INCLUDING WITHOUT LIMITATION THE PAYMENT OBLIGATIONS, ACCEPTANCE TERMS, CUSTOMER OBLIGATIONS, LIABILITY EXCLUSIONS AND LIMITATIONS, GOVERNING LAW AND JURISDICTION, AND ALL OTHER TERMS AND CONDITIONS SET FORTH IN THE CUSTOMER SALES AGREEMENT. THE CUSTOMER SALES AGREEMENT WILL BE DEEMED TO MODIFY, AMEND, SUPERSEDE AND CONTROL THIS AGREEMENT TO THE EXTENT ANY PROVISION OF THE CUSTOMER SALES AGREEMENT IS INCONSISTENT OR IN CONFLICT WITH ANY PROVISION OF THIS AGREEMENT.

              7.   FEES; PAYMENT TERMS; SUSPENSION OF SERVICES

    7.1. Fees Customer agrees to pay all amounts due, including any late payment fees, as are specified in an online fee table, schedule, signed quotation or in an invoice (collectively,"Fees"). All Fees are quoted in Indian currency. Customer will provide RBEI with a valid Purchase Order or alternative document reasonably acceptable to RBEI. RBEI will invoice Customer in accordance with the relevant terms of the Agreement. Except as otherwise provided in this Agreement, Fees are non-refundable. Any charges incurred by RBEI as a result of changes to an order, cancellations or returns by Customer will be paid by Customer. If any authority imposes a duty, tax or similar amount (other than based on RBEI's net income), Customer agrees to pay, or to promptly reimburse RBEI for, all such amounts. RBEI reserves the right to suspend any or all services until overdue accounts are paid in full.

    7.2. Fee Modifications RBEI reserves the right to modify the Fees by providing written notice to Customer. If Customer does not object in writing to the Fee modification within ninety (90) days of receipt of notice from RBEI, such fee modification shall be deemed to be accepted by Customer. If Customer does object in writing to the Fee modification within (90) days of receipt of notice from RBEI, Customer shall have the right to terminate this Agreement upon thirty (30) days prior written notice to RBEI.

    7.3. Payment Terms

    The following payment terms shall be applicable with respect to all amounts payable to RBEI pursuant to this Agreement:
  1. RBEI shall invoice Customer for the payment of Fees. All such amounts shall be due and payable within thirty (30) days after Customer's receipt of an invoice therefor.
  2. Late payments are subject to an interest charge, which is the lower of: (i) 1.5% of the outstanding balance per month, or (ii) the maximum legal rate. If any unpaid amounts are referred to collection, Customer shall reimburse RBEI for all costs and expenses of collection, including all reasonable attorneys fees incurred therefor.
  3. 7.4. Suspension of Services If any amount owing by Customer under this or any other agreement for RBEI services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Customer has authorized RBEI to charge to Customer), RBEI may, without limiting RBEI's other rights and remedies, accelerate Customer's unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend RBEI services to Customer until such amounts are paid in full.

    7.5 Updates, , Any Updates which is provided by RBEI shall, however, not be free and be subject to payment or additional fees. Same T&C shall be applicable for each update. Additional services and product support are not part of the license fee and shall be subject to payment of additional fees. The rates for such services shall be provided to customer at request. Terms and conditions of such services shall be separately agreed.

              8.   PRIVACY NOTICE

    8.1. RBEI's Commitment to Privacy Customer privacy is important to us and we are committed to protecting customer information as well as customer's patients. To better protect customer's privacy we provide this notice explaining our online information practices and the choices customer can make about the way their information is collected and used. Refer to our Privacy Policy section of our web site for more details.

    8.2. This notice applies to all information collected or submitted on RBEI or ImPACS

    RBEI typically collect the following contact information:
    1. Name
    2. Title
    3. Email Address
    4. Phone Number
    5. Hospital/Institution Name
    6. Address of Hospital/Institution

    8.3. How We Use This Information RBEI use the information you provide to contact you in order to provide you with information on RBEI products and services. This information is also used to initially determine your needs and the manner in which RBEI can provide solutions that make sense for your workflow. RBEI does not sell or share this information with outside parties.

    8.4. Our Commitment to Data Security To prevent unauthorized access to patient data, maintain data accuracy and ensure the correct use of patient information, we have put into place appropriate physical, electronic and managerial procedures in accordance with the Standard Security Rule in compliance with the administrative, physical and technical safeguards.

    8.5. How to Contact Us In the event you have questions or concerns about our privacy policies, please contact us Robert Bosch Engineering and Business Solutions Limited, 123, Industrial Layout, Hosur Road, Koramangala, Bangalore - 560095, India.