ONLINE REGISTRATION AND APP LISTING AGREEMENT

This APP Listing Agreement is entered on the online registration signup date between The Malayala Manorama Company Limited, a company registered under the Indian Companies Act,1956, having its principal office at Manorama Buildings, P.B. No. 26, K K Road, Kottayam, Kerala 686001, hereinafter referred to as MM (which expression shall except repugnant to the context thereof mean and include its successors in interest and assigns) of the First Part AND the online registering hospital/clinic hereinafter referred as 'Said Hospital/Clinic/Clinic' which expression shall except where repugnant to the context and meaning thereof mean and include his/ her heirs, legal representatives, executors and administrators and assigns)

WHEREAS

  1. MM is one of the leading regional language media houses in India and has a computer/ mobile application software, which will through the internet, display details of doctors, enable patients to fix appointments with doctors of their choice and will similarly enable doctors to accept appointments from patients and become more easily accessible to patients (which computer /mobile application/ is hereinafter referred to as the online registerd Hospital/Clinic/Clinic’).
  2. The Said Hospital/Clinic/Clinic's name, contact details and professional details as provided by the Said Hospital/Clinic/Clinic are as per the online regsiterd data and MM would like to include the Said Hospital/Clinic among the doctors listed in the Said App since it would enhance the credibility and the usefulness of the Said App.
  3. The Said Hospital/Clinic is agreeable to be listed on the Said App of MM since such listing helps the Doctor to reach out to more patients and enables easier handling of patient appointments.
  4. MM and the Said Hospital/Clinic have reached an Agreement with regard to the listing of the Said Hospital/Clinic on the Said App and the manner in which MM and the Said Hospital/Clinic will make use of this Said App.
  5. The parties hereto wish to put down in writing the terms and conditions of the above mentioned agreement reached between themselves.

Now this App Listing Agreement witnesseth as follows:-

  1. The Said Hospital/Clinic hereby gives consent to MM for the listing of the Said Hospital/Clinic in the Said App of MM (which listing is hereinafter referred to as the `Said Listing’).
  2. The Said Hospital/Clinic has provided to MM, all the details and information required by MM in connection with the Said Listing of the Said Hospital/Clinic on the Said App and the said details and information are stated in the Schedule hereto and are hereinafter referred to as the `Said Hospital/Clinic’s Profile’.
  3. The Said Hospital/Clinic undertakes and confirms that all the information provided by the Said Hospital/Clinic in the Said Hospital/Clinic’s Profile, for the purpose of the Said Listing, would be true and accurate.
  4. MM agrees to list the Said Hospital/Clinics Profile on the said App so that patients will be made aware of the service provided by the Said Hospital/Clinic and can request for an appointment with the Said Hospital/Clinic, through the said App.
  5. MM hereby grant a license and permission to the Said Hospital/Clinic to use all the facilities provided by the Said App including the accepting or rejecting appointments requested by patients through the Said App, during the period these Agreement is in force and in accordance with the terms and conditions of this Agreement.
  6. The Said Hospital/Clinic agrees and confirms that it shall be responsibility of the Said Hospital/Clinic to use a mobile phone/Computer which is compatible with the system and software of the Said App and which will enable the Said Hospital/Clinic to download, access and use the Said App.
  7. The Said Hospital/Clinic understands and agrees that while the Said Hospital/Clinic will be charged for being listed in the Said App and all operator charges including telecom and internet service provider charges for accessing and using the Said App shall payable only by the Said Hospital/Clinic.
  8. The Said Hospital/Clinic agrees that the , use of the Said App on the Said Hospital/Clinic’s mobile device or computer is at the Said Hospital/Clinic’s own risk and MM will not be responsible for any malfunction on the Said Doctor’s mobile device or computer or any loss of data on account of the use by the Said Hospital/Clinic of the Said App.
  9. The Said Hospital/Clinic undertakes that the Said Hospital/Clinic would be liable for any loss or harm suffered by MM due to any wrong information provided by the Said Hospital/Clinic to MM, in connection with the Said Hospital/Clinic’s Profile or the Said Listing of the Said Hospital/Clinic on the Said App.
  10. The Said Hospital/Clinic states and confirms that the Said Hospital/Clinic shall handle all the patients which the Said Hospital/Clinic gets through Said App (which patients are hereinafter referred to as the `Said Patients’) with a great degree of care, respect and consideration, apart from providing treatment of a high standard.
  11. The Said Hospital/Clinic undertakes to ensure that all requests for appointments by the said patients shall be promptly dealt with.
  12. The Said Hospital/Clinic confirms that the Said Hospital/Clinic shall be solely and wholly responsible for any complaints made by the Said Patients, arising out of the diagnosis and/or treatment prescribed and/or provided by the Said Hospital/Clinic.
  13. The Said Hospital/Clinic undertakes to ensure confidentiality of all the information provided by the Said Patients to the Said Hospital/Clinic and shall not disclose any particulars of the Said Patients, without obtaining the prior written approval of the Said Patients.
  14. The Said Hospital/Clinic undertakes and confirms that once an appointment is confirmed by the Said Hospital/Clinic through the Said App, to the Said Patients, the Said Hospital/Clinic shall ensure that the Said Patients are provided consultation at the time confirmed in the Said Appointment. In the event, due to the unavoidable circumstances the Said Hospital/Clinic is unable to see the Said Patients at the time confirmed in the appointment, the Said Hospital/Clinic shall inform the Said Patients well in advance unless there is an emergency at the last minute.
  15. MM shall ensure that the information given by the Said Hospital/Clinic for the Said Hospital/Clinic’s Profile and for the Said Listing on the Said App is not changed except with the prior written consent of the Said Hospital/Clinic. However the Said Hospital/Clinic agrees that the MM is entitled to condense the information provided by the Said Hospital/Clinic or to rearrange the manner or the order of presentation as long as the meaning conveyed remains the same, as provided by the Said Hospital/Clinic.
  16. The Said Hospital/Clinic undertakes to inform MM of any changes in the Said Hospital/Clinic’s Profile and/or information or details provided for the Said Listing, as soon as such change takes place as the said changes have to be carried out in the Said Hospital/Clinic’s profile without delay by MM so that the Said Patients are not in any way misguided or given wrong information.
  17. MM undertakes to update any changes provided by the Said Hospital/Clinic, for the Said Hospital/Clinic’s Profile or for Said Listing, as soon as possible after receipt of such information, from the Said Hospital/Clinic.
  18. MM agrees to provide the Said Listing, in the Said App, to the Said Hospital/Clinic, with payment required to be made by the Said Hospital/Clinic.
  19. Either Party shall have the right to terminate this Agreement at any time, without any reason required to be given, by providing 7 days notice in writing to the other Party. In such event, MM shall be entitled to inform the Said Patients and put out a notice on the Said App that a notice of termination of this Agreement has been issued and mentioning the date on which the termination takes effect.
  20. The Said Hospital/Clinic agrees that in the event of the termination of this Agreement, by either Party, the Said Hospital/Clinic shall continue to honour any commitments already made in terms of appointments, with the Said Patients, unless such appointments are cancelled by the Said Patients or by MM.
  21. The Said Hospital/Clinic agrees and confirms that the collection of all fees and expenses from the Said Patient for the services provided by the Said Hospital/Clinic to the Said Patients shall be the sole liability and responsibility of the Said Hospital/Clinic and that MM shall have no responsibility in this regard and MM shall not be liable in the case of any non payment by any of the Said Patients.
  22. The Said Hospital/Clinic agrees that MM is permitted to, request for feed back through the Said App, from the Said Patients, with regard to the quality of the services provided by the Said Hospital/Clinic and that such patient reviews and/or feedback can be posted by the said patients in the Said App. MM agrees that if the Said Hospital/Clinic informs MM that any statement on review found on the Said App about the Said Hospital/Clinic is false, defamatory on objectionable, then MM shall promptly remove such matter from the Said App.
  23. The Said Hospital/Clinic agrees that if any consumer complaints, criminal complaints or civil suits are filed in connection with the services provided by the Said Hospital/Clinic, then the Said Hospital/Clinic shall be wholly and solely liable for putting up a defense in the matter and for paying any compensation or damages and to suffer any punishment that may be awarded by the appropriate Courts.
  24. The Said Hospital/Clinic agrees and confirms that the Said Hospital/Clinic shall personally render to the Said Patients, the services for which the appointment has been made and shall not delegate such duties to any other doctor, unless such other doctor is also listed in the Said App and the prior consent of the Said Patients is obtained to such change of doctors.
  25. The Said Hospital/Clinic agrees and confirms that in the event the Said Hospital/Clinic has any complaint against any of the Said Patients, it shall be the sole responsibility of the Said Hospital/Clinic to take necessary legal action to obtain a suitable remedy and that MM shall have no responsibility or liability in this regard.
  26. The Said Hospital/Clinic agrees to indemnify and keep harmless MM, against all claims, losses, harm or damages caused to MM due to any fault or negligence of the Said Hospital/Clinic in the diagnosis or treatment of the Said Patients.
  27. The Said Hospital/Clinic confirms that no payment shall be due to the Said Hospital/Clinic from MM on account of the Said Listing of the Said Hospital/Clinic on the Said App.
  28. The Said Hospital/Clinic confirms that if any of the Said Patients does not turn up for a confirmed appointment, MM shall have no financial or any other liability to the Said Hospital/Clinic in this regard.
  29. MM agrees that it shall be the sole right and prerogative of the Said Hospital/Clinic whether to accept an appointment requested by any patient through the Said App. The Said Hospital/Clinic shall have no liability to MM due to refusal of appointments to the Said Patients.
  30. This Agreement is complete and sets forth the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any other agreements/ understandings, written or oral, in respect of the subject matter hereof. Any amendment or variation to this Agreement shall be valid only if it is in writing and signed by both the Parties.
  31. The Said Hospital/Clinic understands and agrees that MM is a NETWORK SERVICE PROVIDER and an INTERMEDIARY within the meaning of Sec. 79 of the Indian Information Technology Act, 2000 and that MM merely provides a medium to its Registered Users to fix appointments with the Said Hospital/Clinic. All the information posted therein are third party user generated content. MM neither initiates the transmission nor selects the sender and receiver of the transmission nor selects /modifies the information contained in the transmission. MM has no control over the third party user generated content and shall not be liable for such content.
  32. The Said Hospital/Clinic hereby indemnifies and agrees to defend and hold harmless, MM and their directors, officers, employees, subscribers and users (the “Indemnitees”), from and against any and all losses, damages, penalties, fines, judgments, settlements, orders, decrees, costs, and expenses (including, without limitation, reasonable attorneys’ and court/tribunal fees) for any third party claim or action brought against the Indemnities, in relation to any breach or alleged breach by the Said Hospital/Clinic of any terms and conditions of this Agreement. The Said Hospital/Clinic’s indemnification obligation and the Indemnities right to be indemnified herein shall survive any expiry or early termination of this Agreement.
  33. This Agreement is executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.
  34. No failure or delay on the part of any of the Parties to this Agreement relating to the exercise of any right, privilege or remedy provided under this Agreement shall operate as a waiver of such right, power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other party to this Agreement, nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of any right, power privilege or remedy provided in this Agreement, all of which are several and cumulative, and are not exclusive of each other, or of any other rights or remedies otherwise available to a Party at law or in equity.
  35. In the event that any provision hereof shall be held to be invalid or unenforceable due to any reason, the said provision shall be modified to the extent necessary, and in any event, such invalidity or unenforceability shall have no effect upon the remaining provisions or terms and conditions hereof.
  36. Any remedies, rights, undertakings and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, or obligation of either party.
  37. This Agreement shall be governed by and construed in accordance with the laws of India.
  38. In the event of any disputes between the Parties relating to this Agreement, the courts in the city of Ernakulam shall have the sole jurisdiction, to the exclusion of any other courts that may otherwise have had such jurisdiction.