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Terms & Conditions

Effective Date: April 20, 2025

Definitions

  • "NILALIFE" ("We," "Us," "Our"): Refers to NILALIFE SOLUTIONS Pvt Ltd, a company incorporated under the laws of India.
  • "Facility" ("You," "Your"): Refers to the legal entity (such as a Hospital, Clinic, Laboratory, Pharmacy, or individual practitioner) registered to use and accessing the Services provided by NILALIFE.
  • "User" or "Patient": Refers to an individual whose Personal Data or Protected Health Information is processed by a Facility using the Services, typically a patient of the Facility.
  • "nilaHealth": Refers to the Software-as-a-Service (SaaS) platform provided by NILALIFE for healthcare facility management.
  • "APP": Refers to the mobile applications provided by NILALIFE for iOS and Android platforms, which may be white-labeled under a Facility's brand or provided under the NILALIFE brand, for use by Users and Facility staff.
  • "Services": Refers collectively to nilaHealth, APP, related support, integrations facilitated by NILALIFE (including with IoT Devices), and any other services offered by NILALIFE under the applicable Service Agreement.
  • "IoT Devices": Refers to compatible third-party hardware devices (like vital sign monitors, vein finders, etc.) whose integration with the Services may be facilitated by NILALIFE, but which are sourced from other providers.
  • "Personal Data": Means any data about an individual who is identifiable by or in relation to such data, as defined under the DPDP Act or other applicable data protection laws.
  • "Protected Health Information" (PHI): Refers to individually identifiable health information related to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual, processed by the Facility through the Services.
  • "Facility Data": Refers to all data, including Personal Data and PHI, that is inputted, generated, migrated, or otherwise processed by the Facility or its Authorized Users through the use of the Services. Facility Data is owned by the Facility.
  • "Biometric Data": As used herein, specifically refers to data such as facial recognition metadata (mathematical representations derived from facial features) processed for identification purposes, where configured and consented to.
  • "Sub-processor": Refers to a third-party vendor engaged by NILALIFE to process Facility Data on behalf of NILALIFE in order to provide parts of the Services (e.g., cloud infrastructure providers, communication providers acting under Our instruction).
  • "Third-Party Services": Refers to applications, software, or services not provided by NILALIFE that are chosen by the Facility and integrated with the Services at the Facility's direction via APIs or other means (e.g., a specific OP booking system contracted directly by the Facility).
  • "Consent": Refers to a clear, affirmative act signifying agreement to the processing of Personal Data for a specified purpose, which may include verification steps like OTP confirmation where applicable.
  • "DPDP Act": Refers to The Digital Personal Data Protection Act, 2023 of India, and its associated rules, as amended from time to time.
  • "HIPAA": Refers to the Health Insurance Portability and Accountability Act of 1996 of the United States. While NILALIFE operates primarily under Indian law, references to HIPAA compliance often pertain to the standards met by certain sub-processors (like cloud providers) or security measures informed by its principles.
  • "Service Agreement": Refers to the specific Master Service Agreement (MSA), Order Form, or other binding agreement executed between NILALIFE and the Facility detailing the specific Services subscribed to, fees, term, SLAs, and other commercial terms.
  • "Terms": Refers to the stipulations outlined in this Terms & Conditions document.
  • "Policy": Refers to the stipulations outlined in this Privacy Policy document.

1. Agreement to Terms

These Terms & Conditions ("Terms") constitute a legally binding agreement between NILALIFE and the Facility governing the access to and use of the Services.

By accessing, registering for, or using any part of the Services, You, on behalf of the Facility and its authorized users, signify Your agreement to be bound by these Terms. If You do not agree to these Terms, You must not access or use the Services.

Please refer to the "Definitions" section above for the specific meaning of capitalized terms used throughout these Terms. These Terms should be read in conjunction with our Privacy Policy and any applicable Service Agreement, which are incorporated herein by reference.

2. Description of Services

NILALIFE provides a cloud-based SaaS platform (nilaHealth) and associated mobile applications (APP) designed to improve healthcare facility efficiency and patient experience. Services include modules for operations management, patient records (PHI), appointment scheduling, billing, communication, analytics, and other features as developed. APP may be provided by us or offered as a white-labeled application featuring the Facility's branding. We may also facilitate the integration of compatible third-party IoT devices; however, we do not manufacture or directly provide hardware unless specified in a separate agreement.

3. Facility Responsibilities

  • Authorized Use: You are responsible for all activities conducted under your Facility account and ensuring only authorized personnel access the Services.
  • Data Accuracy: You are responsible for the accuracy, quality, and legality of the data you input or migrate into the Services, including PHI.
  • Compliance: You agree to use the Services in compliance with all applicable laws and regulations in India, including but not limited to the DPDP Act, 2023, healthcare regulations, and rules regarding medical records and patient privacy.
  • Patient Consents: You are solely responsible for obtaining all necessary patient consents required by law for collecting, processing, using, and potentially sharing PHI through the Services, including:
    • Consent for treatment and general data processing.
    • Consent related to specific features, such as the use of facial recognition metadata for identification (if enabled).
    • Informing patients about the possibility of their profile being searchable by other Facilities if they provide explicit OTP consent at the time of search by another facility.
  • Security Practices: You agree to maintain reasonable security practices at your end, including safeguarding login credentials and managing user access appropriately.
  • Staff Training: You are responsible for training your staff on the proper and compliant use of the Services and adherence to privacy and security policies.
  • Third-Party Integrations: If Facility requests or configures integration of the Services with third-party applications or services not provided by NILALIFE, Facility is solely responsible for:
    • Ensuring it has all necessary rights, licenses, and agreements (including data processing agreements) in place with the providers of such Third-Party Services.
    • Obtaining any required patient consents for the transfer of data to, and processing of data by, such Third-Party Services.
    • Understanding and configuring the data flow between the Services and the Third-Party Services accurately.
    • The data handling, security, and privacy practices of such Third-Party Services.
  • Facility acknowledges that NILALIFE's role is limited to facilitating the technical data exchange via API as directed, and NILALIFE is not responsible for the functionality or data processing activities within the Third-Party Service.

4. Data Ownership and Usage

  • Facility Data Ownership: As between You and NILALIFE, You own all rights, title, and interest in and to the data generated by Your Facility or migrated by You into the Services ("Facility Data"). You grant NILALIFE a worldwide, non-exclusive, royalty-free license to use, process, transmit, and store Facility Data solely as necessary to provide the Services, monitor performance, ensure security, and as otherwise permitted by these Terms and our Privacy Policy.
  • Cross-Facility Patient Lookup & Consent: You acknowledge and agree that a core feature of the Services allows authorized users at one Facility to search for patient profiles created at another Facility using specified identifiers. Access to view the associated PHI is strictly conditional upon real-time, explicit consent from the patient via an SMS OTP verification. By using the Services, You agree to this operational mechanism and understand that Your Facility's patient profiles may be searchable under this consent-gated condition.
  • Data Retrieval: Procedures for retrieving Your Facility Data upon termination or request will be outlined in Your specific Service Agreement or as otherwise agreed upon in writing. We commit to providing reasonable assistance for data export in a standard format.

5. Data Migration

If You provide data from existing systems for migration into the Services, You warrant that You have the right to provide such data. Migration will be governed by a separate Data Usage Agreement detailing the scope, security measures (including potential use of new storage media per migration), and responsibilities.

6. NILALIFE Responsibilities

  • Service Provision: We will use commercially reasonable efforts to make the Services available pursuant to your Service Agreement, subject to planned downtime and force majeure events. We utilize failover replication to enhance data availability.
  • Security: We will implement and maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Facility Data, as described in our Privacy Policy.
  • Backups: We will perform regular backups of Facility Data hosted on our platform.

7. Intellectual Property

NILALIFE retains all rights, title, and interest in and to the Services, including the software, platform, mobile apps, documentation, and underlying technology, including any anonymized or aggregated data derived from service usage (excluding identifiable Facility Data or PHI). You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code, except as laws permit.

8. Third-Party Services & Sub-processors

The Services may integrate with or rely on third-party services (Sub-processors) for functions like cloud hosting, communications, or payments. Your use of these integrated services may be subject to the third party's terms and privacy policies. We are not responsible for the actions or omissions of third-party providers, although we contractually require them to meet security and confidentiality standards. A list of major sub-processors is available https://nilalife.com/terms/sub-processors.

9. Prohibited Uses

You agree not to misuse the Services. Prohibited actions include, but are not limited to:

  • Violating any applicable laws or regulations.
  • Infringing on the intellectual property rights of NILALIFE or any third party.
  • Attempting to gain unauthorized access to the Services, other accounts, or related systems or networks.
  • Using automated systems, bots, spiders, or scrapers to access or interact with system-protected routes, PHI, or personal information without explicit written permission from NILALIFE.
  • Interfering with or disrupting the integrity or performance of the Services.
  • Uploading or transmitting viruses or malicious code.
  • Intentionally manipulating, falsifying, or misrepresenting any data within the Services, including but not limited to patient records, billing information, invoices, or financial reports, for fraudulent or illegal purposes (such as tax evasion, insurance fraud, or misrepresenting service delivery).
  • Using the Services for any purpose other than their intended healthcare operations and patient care functions.

10. Fees and Payment

Fees for the Services will be outlined in a separate Service Agreement or Order Form between You and NILALIFE. You agree to pay all applicable fees as specified.

11. Term and Termination

The term of Your access to the Services will be specified in Your Service Agreement. Either party may terminate the agreement as outlined therein. Upon termination, Your access to the Services will cease, and data retrieval procedures will apply as specified. Sections related to Data Ownership, Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NILALIFE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. NILALIFE MAKES NO WARRANTIES AND DISCLAIMS ALL LIABILITY REGARDING ANY THIRD-PARTY SERVICES INTEGRATED WITH THE SERVICES AT THE FACILITY'S DIRECTION. FACILITY USES SUCH INTEGRATIONS AT ITS OWN RISK. YOU ARE RESPONSIBLE FOR THE CLINICAL DECISIONS AND PATIENT CARE PROVIDED USING THE SERVICES.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NILALIFE, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, NILALIFE'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO NILALIFE FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

14. Indemnification

You agree to defend, indemnify, and hold harmless NILALIFE, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in any way connected with (i) Your access to or use of the Services; (ii) Your violation of these Terms; (iii) Your violation of any third-party right, including any intellectual property or privacy right; or (iv) Your violation of any applicable laws or regulations, including those related to patient consent and data protection.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the competent courts located in Ernakulam.

16. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice through the Services or by other means. Your continued use of the Services after such notice constitutes your acceptance of the modified Terms.

17. Contact Information

For any questions about these Terms, please contact NILALIFE at:
NILALIFE SOLUTIONS Pvt Ltd
60/44, JC Champers, Panampilly Nagar
Ernakulam, Kerala - 682036
legalteam@nilalife.com