These General Terms and Conditions of Use (“T&C”) together with the Order Confirmation and Special Terms (as defined in the Order Confirmation), if any, constitute the entire “Agreement” between the parties. This Agreement shall govern Customer’s access to the Occudiz products and services purchased by Customer as listed in the Order Confirmation (collectively, “Occudiz Tech Pvt Ltd Services”). The Occudiz Services are provided by Occudiz and its third party providers, as applicable, and stated within the Order Confirmation. To the extent of any inconsistency between the T&C, Special Terms and the Order Confirmation, the Special Terms shall control, followed by the T&C and then the Order Confirmation, unless otherwise agreed by the parties.
2. Right of Use
2.1: Customer is obligated to use the Occudiz Services, and any service and/or content accessed by or provided therein, in accordance with allapplicable laws, rules and regulation. Occudiz reserves the right to make changes to its policies at any time. Subject to the terms and conditions of the Agreement, Occudiz shall grant Customer a non-exclusive and non-transferable right to permit the Authorized representative specified in the Order Confirmation to request for service from Occudiz for development and/or internal purposes. This does not include performance of services for the benefit of third parties, nor the use by Customer’s affiliated companies. Customer shall be authorized to engage external consultants on the premise of appropriate contractual agreements and to the extent that they will use the Occudiz Services exclusively for the Customer.
2.2: Customers who are marketing or public relations agencies may use the Occudiz Services on behalf of their clients but only if all of the following conditions are met: (i)Customer agrees that Occudiz and its licensors and/or providers are not parties to the agreement between Customer and its client;
(ii) Customer’s payment obligations pursuant to this Agreement are not dependent upon receiving payment from Customer’s clients;
(iii) Customer must first obtain its client’s written consent authorizing Customer to provide client information as necessary for Occudiz to perform under this Agreement;
(iv) if applicable, Customer must first obtain its client’s written consent authorizing Customer to act on the client’s behalf, including all services provided by Occudiz through the Occudiz Services; and
(v) the agreement between Customer and its clients is at least as restrictive and protective of Occudiz’s and its licensors’ and/or its providers’ rights as this Agreement. Customer shall be solely responsible for and shall comply with all laws, rules, regulations and directives in delivering and providing the Customer’s agency services, including but not limited to, any laws regarding privacy and the use and disclosure of personal data and any advertising and/or marketing laws.
Customer shall be responsible for obtaining and maintaining all information, tools, hardware, software, communications, equipment and network infrastructures required by Occudiz Services to perform the purchased services, and for paying all third-party fees and access charges incurred while using the Occudiz Services.
4. Third Party Services and Third-Party Providers
Occudiz Services may include contractual agreements with third party providers and/or services (“Third Parties”). Customer is responsible for all fees and evaluation associated with the Third Party agreements and agrees to be bound by any applicable terms found therein. Occudiz does not screen, audit or endorse any Third Party Service. Occudiz shall not assume any responsibility for the content, advertising, products or other materials (“Third-Parties”) provide. Customer agrees it will not copy, reproduce, distribute, transmit, broadcast, modify, display, sell, license or otherwise exploit Third Party Services except in strict compliance with the rights, if any, granted to Customer by any third party. Customer warrants that all content uploaded and distributed via the Occudiz Services by Customer shall comply with all applicable law. Occudiz will terminate the account of any Customer, and stop all services, who infringes on any of Occudiz’s or third parties intellectual property right.
5. Invoicing and Payment
5.1 Prior to the start of each contract term, Customer will be invoiced for the full amount due. Customer shall pay all invoices within fourteen (14) days after the invoice date. Except as provided in Section 5.4 below, payment obligations are non-cancellable and all fees paid by Customer are non-refundable.
5.2 Unless otherwise stated, Occudiz ’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchase of Occudiz Services. If Occudiz has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Occudiz with a valid tax exemption certificate from the appropriate taxing authority.
5.3 If Customer is in breach of this Section, Occudiz shall be entitled to suspend or terminate all Occudiz Services at its sole option, with or without notice to Customer. Additional claims for payment default remain reserved. In the event Occudiz materially breaches this Agreement, and such breach remains uncured for a period of thirty (30)days after notice from Customer, Customer shall be entitled to a pro-rata refund for the portion of the then-current term that has been pre-paid and is subject to the material breach and remains uncured.
6. Duration and Cancellation
6.1 The Agreement shall commence on the date specified in the Order Confirmation and shall continue for the initial term as stated therein, unless earlier terminated in accordance with the Agreement. Thereafter, the Agreement will be extended automatically for periods of time equivalent to the initial term or the then-current renewal term at Occudiz ’s then-current prices and subject to the terms of this Agreement, unless the Agreement is cancelled in writing at least sixty (60) days prior to the expiration of the initial term or the then-current renewal term. Any initial pricing and/or payment terms shall only be applicable to the initial term.
6.2 A timely cancellation according to Section 6.1 will become effective as of the end of the respective term. Upon expiration or termination of the Agreement, Customer’s access rights and all other rights granted under this Agreement shall expire. Termination of the Agreement shall not act as a waiver of any breach of the Agreement and shall not release a party from any liability for breach of such party’s obligations under the Agreement that occurred prior to the effective date of termination.
6.3 In addition to other rights and remedies available to Occudiz , Occudiz is entitled to cancel the Agreement without notice if Customer violates essential or material obligations under the Agreement. Occudiz also reserves the right to cancel the Agreement without notice if a substantial decline in the asset situation of Customer occurs, if insolvency proceedings are opened for the assets of Customer or if such proceedings are rejected due to lack of assets.
6.4 The following Sections shall survive the expiration, termination or cancellation of the Agreement in full force and effect: General, Third Party Sites and Third Party Content, Intellectual Property, Data Use and Restrictions, Liability and Warranty, and Additional Provisions.
7. Intellectual Property
Subject to applicable law, the content provided to you by Occudiz, except for content created by customers and third parties if any, including without limitation, code, forms, text and other materials, trademarks, service marks or logos contained therein (“Marks”), are owned by or licensed to Occudiz. Customer’s use of Occudiz Services is limited to the rights granted to Customer under this Agreement and Occudiz reserves all rights not expressly granted herein.
8. Information Use and Restrictions
The rights granted to Customer under this Agreement do not include any resale of any portion of Occudiz services or its contents; any collection and use of any derivative of Occudiz services or its contents; any copying of information for the benefit of another company or party; or any use of similar data gathering and extraction services. Occudiz Services or any portion of the organizations operations may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose inconsistent with the limited rights granted to Customer under this Agreement. Customer may not frame or utilize framing techniques to enclose any trademark, logo, or other Occudiz generated content or any other “hidden information” or elements utilizing Occudiz ’s name or trademarks without express written consent by Occudiz . Occudiz shall in no way be responsible or liable for unauthorized use or disclosure of personal information by the customer.
9. Liability and Warranty
9.1 To the maximum extent permitted by applicable law, either party’s total, aggregate liability arising out of or in connection with this Agreement shall in no event exceed the total amount of payments due by Customer to Occudiz during the initial term or the then applicable renewal term of the Agreement.
9.2 To the maximum extent permitted by applicable law, in no event shall either party be liable for any, indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with this Agreement. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services or intangible loss.
9.3 Occudiz warrants that it has the legal power and authority to enter into this Agreement except as provided herein, Occudiz provides the Site "as is" without any warranty or condition of any kind, express or implied. Occudiz does not guarantee uninterrupted, secure or error-free operation of the Site. Occudiz makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through the Site. No information obtained from Occudiz or through the Site, whether oral or written, shall create any warranty not expressly stated in this Agreement.
10. Additional Provisions
10.1 The Agreement will be governed by and interpreted in accordance with the laws of the jurisdiction where Occudiz is located. To the extent allowed by law, Customer irrevocably agrees all disputes arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the Abu Dhabi Commercial Conciliation & Arbitration Centre (ADCCAC) by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Abu Dhabi, United Arab Emirates. The language of the arbitral proceedings shall be English (or as determined between the parties). Judgment upon any award(s) rendered by the arbitrator maybe entered in any court having jurisdiction thereof. The arbitrator is authorized to include in the award an allocation to any party of such costs and expenses, including reasonable attorneys’ fees, as the arbitrator shall deem reasonable.
10.2 A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision.
10.3 Invalidity of any specific provision of this Agreement shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid provision which comes as close as possible to the intent of the invalid provision.
10.4 Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that both parties may assign this Agreement in whole without the other party’s prior consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement.
10.5 Both parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties in regards to the subject matter herein. Any other terms and conditions, including, without limitation, terms and conditions on or attached to a purchase order, vendor registration documents, tenders or request for proposals are void and shall be of no force and effect regardless of whether they are delivered to Occudiz prior to, concurrently, or after the execution of this Agreement. Performance by Occudiz with respect to the Occudiz Services shall not constitute acceptance of any additional or alternative terms and conditions nor shall a failure to act on said additional terms and conditions constitute acceptance of the provisions contained therein. This Agreement may only be amended in writing signed by authorized representative of both parties.
10.6 Customer and Occudiz agree that notices may be sent by electronic mail, to the electronic mail address indicated on the Order Confirmation, or then-current electronic mail address provided by a party to the other party and designated as the proper electronic mail address, and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communication will satisfy any legal communication requirements, including all such communication required by applicable laws to be in writing.