PLEASE READ THIS AGREEMENT (DEFINED BELOW) BEFORE USING THE WEBSITE. PLEASE NOTE THAT BY DOWNLOADING, INSTALLING, AND/OR USING THE WEBSITE (DEFINED BELOW), YOU (DEFINED BELOW) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE WEBSITE.
This End User License Agreement (hereinafter referred to as “EULA” or “Agreement”) is an agreement between the Company Ascpius, incorporated under the provisions of the applicable law of the Kingdom of Saudi Arabia, bearing national unified number 7040459153 having its headquarter at 3756 Almadina Manoura 42385-6946 1 (hereinafter referred to as “Company”/ “We”/ “Our” / “Us”) (as the licensor of the Software (hereinafter defined) and the user of the Company Software, whether an individual or an entity ( hereinafter referred to as “You”/ “Your”) and Your Affiliates (also referred to as the “User”/ “Licensee(s)”/ “End User(s)”).
The Software includes all of the software and content provided to You by the Company, whether stored on media or downloaded to any device via any method. The Company provides a wealth of resources, including expert articles, courses, wellness tips, community forums, and cutting-edge research outputs, empowering users with the knowledge they need to make informed health decisions through Ascpius AI (AsAi), an advanced AI-powered tool. Further, the Company provides a selection of medical supplies available for purchase through our website, ensuring accessibility to essential healthcare products.
1. DEFINITION
1.1. “Affiliates” means any Person who controls another Person or is controlled by that other Person, or who is being controlled along with that Person by a third person).
1.2. “Applicable Law” shall mean and include all applicable statutes, enactments, laws, acts of legislature or parliament laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, notices, directives, orders, ordinances, protocols, codes, guidelines, directions, judgments, decrees or other requirements or official directive of any government, statutory authority, tribunal, board or court or any organization or council of any statutory authority having jurisdiction, as in force from time to time.
1.3. “End User” means the User or the Licensee along with their Affiliates/ partners.
1.4. “Device” means the hardware on which the Website is to be used by You.
1.5. “Person” means any natural or legal person that is recognized as such under the laws of the Kingdom.
1.6. “Software” means the software components provided to You in the website, including but not limited to the embedded software, documents, interfaces, content, fonts, and any data files created or stored on it as well as updates or upgrades to such software.
1.7. “Website(s)” means the website url and mobile phone application in the name and style of “Ascpius” or such other names as may be adopted by the Company, from time to time, that is developed on the Software and may comprise any other websites and software and/ or websites as developed by the Company, directly or indirectly.
2. USE OF THE WEBSITE
2.1 The Website is a piece of software developed for facilitating (i) online purchase of pharmaceutical and healthcare products sold by various third parties [and/ or by the Company]; (ii) diagnostic services being offered by various third party diagnostic centers; (iii) online medical consultancy services/ second opinion being offered by third party independent doctors; (iv) online advertisements of various sponsors advertising and marketing their own good and services; and (v) any other services as may be provided by the Company from time to time. Further, the Website also serves as an information platform providing health and wellness-related information to the End Users accessing the Website Wherein You can view and/ or download the catalogues as per Your requirements.
2.2 Browing upon or usage of the Website, hereby licensed to You by the Company, shall be used for the sole purpose as may be specified under the terms of this Agreement.
3. SCOPE OF LICENSE
3.1. This Agreement will also govern any updates of the Website provided by the Company that replace, repair, and/or supplement the first website, unless a separate license is provided for such update in which case the terms of that new license will govern.
3.2. You may not share or make the Website available to third parties (unless otherwise with a prior written consent of the Company), sell, rent, lend, lease or otherwise redistribute the Website.
4. OWNERSHIP AND GRANT OF LICENSE
4.1. Ownership
4.1.1. All intellectual property in the Websites is and shall remain exclusively with the Company.
4.1.2. The Company trademarks, logos, images, service marks, trade names (collectively the “Trademarks”) and other distinctive branding features displayed on or through the Website is Trademarks of the Company and shall not be used, directly or indirectly by You or Your Affiliates in any manner whatsoever.
4.1.3. As between the End User and the Company, the Company owns, solely and exclusively, all rights, title and interest in and to the Website, all the content, code, data and materials thereon, the look and feel, design and organization of the Website, and the compilation of the content, code, data and materials on the Website, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights and other intellectual property and proprietary rights therein, excluding third party content. Your use of the Website does not grant You the ownership of any content, code, data or materials, intellectual property and proprietary rights therein. Your use of the Website does not grant You the ownership of any content, code, data or materials that You may access on or through the Website, including, without limitation, any course material or study material provided by or on behalf of the Company. By agreeing to the Terms of Use and this Agreement, You agree and undertake to grant and assign to the Company all the intellectual property rights, including trademarks, in all such works, content, data, charts, videos, diagrams and other reading or video material prepared and uploaded by You through and on the Website for the purpose of rendering services on the Website. You further agree not to claim any right or file an infringement application before any judicial or regulatory authority against the use of such trademarks assigned by You to the Company.
4.2. Grant
4.2.1. Subject to continuous compliance with the terms and conditions of this Agreement and other terms of the Company as uploaded by the Company from time to time, the Company hereby grants You a limited, revocable, non-exclusive, non-transferable and non-sub-licensable, limited license to use the Website to install and use the Software on any compatible device that You own or control (“Device”). Except for a limited license to use the Website in the manner expressly set forth in this Agreement, this EULA does not grant You any rights in the Website of any nature whatsoever. We retain and reserve all rights not expressly granted to You.
4.2.2. You agree to use Your best efforts to prevent and protect the contents of the Website from unauthorized use or disclosure, with at least the same degree of care that You use to protect Your own confidential and proprietary information, but in no event less than a reasonable degree of care under any circumstances.
4.2.3. The Website is licensed as a single product, and You are refrained from separating its component parts for use.
4.2.4. The Website is being provided to You on an “as is” basis and all the Company’s obligations under this contract would be completely fulfilled once the Website has been delivered to You through any means whatsoever.
4.2.5. Any reproduction, commercial or promotional distribution, publishing or exploitation of the Website, or any content, code, data or materials on the Website, is strictly prohibited except as permitted by applicable law or under open-source component licensing terms. You agree to abide by all copyright notices, information, or restrictions by the Company. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices applied to the Website by the Company.
4.3. Medicare Services
In connection with your use of the Website and the services provided to You through Website, You represent and warrant that You have the authority to provide patient data including their sensitive personal data to Us and your provision of such patient data to Us complies with Applicable Law. In addition, You hereby grant Us permission to submit such patient data to the government authorities on Your behalf or to retrieve patient data on your behalf in accordance with the Agreement and any other agreement executed between You and the Company.
5. RESTRICTIONS ON USE
5.1. You shall not, under any circumstances: (i) provide, make available to, or permit other individuals to use the Website except under the terms listed above, either in whole or part; (ii) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code based upon the Website; (iii) copy, reproduce, republish, upload, post, or transmit the Website; (iv) hack, deface or otherwise misuse the Website or attempt to gain unauthorized access to other parts of the Website or the technology; remove any copyright or other proprietary notations or any legal notices; attempt to access the source code of the Website; (v) license, sell, rent, lease, transfer, sublicense, distribute, or otherwise transfer rights to the Website or documentation; (vi) block, disable, or otherwise affect any advertising, advertisement banner window, tabs, links to other sites and services, or other features that constitute an integral part of the Website; (vii) build a product using similar ideas, features, functions, interface or graphics; (viii) develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the Website or use the Website or any of Our services associated with the Website, including the applications in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of the services or Website; (ix) use the Website in any way that violates this Agreement, any law; or the rights of any third party; (x) use the Website in any way to transmit, directly or indirectly, any unsolicited bulk communications; or (xi) authorize, encourage, permit or assist any third party to do any of the things described in this paragraph.
5.2. Any such forbidden use shall immediately terminate Your license to the Website in addition to any other remedies that We may have under Applicable Law.
6. AUDIT
The Company will audit the Device on which the Website is installed, and it reserves the right to inspect the Device’s records twice every year. The Company from time to time will collect any of Your data on the Device on which the Website is installed. Your use of the Website is subject to the Company’s Privacy Policy. The Company may audit Your Website’ usage for anti-piracy purposes, to verify a valid registration, and identify if new updates are available for Your Website prior to sending You a notice to install a new Website update, and to assess Your use of the Website. You consent to the Website sending usage data (e.g., the number of instances the Website is launched, the Device’s IP address, and/or the version of the Website), for registration, authentication, use and anti-piracy auditing and enforcement purposes.
7. CONSENT TO USE DATA
7.1. You agree and hereby consent that the Company and its Affiliates, partners and agents may read, collect, transfer, process, store and use technical data and related information from the Website. Information shall mean and include, but is not limited to:
7.1.1. identifiers relating to Your Device and its components;
7.1.2. performance of the Device;
7.1.3. performance of the Website;
7.1.4. configurations of Your Device, the Software and the Website;
7.1.5. use and frequency of use of the functions of the Device, the Software, and the Website;
7.1.6. location data or any other information as it may so deem fit.
7.2. The Company and its Affiliates may use and disclose information subject to Applicable Laws in order to improve its products and services or to provide the same to You. Such data will be processed in accordance with the Company’s Privacy Policy.
8. USER GENERATED CONTRIBUTIONS
8.1. The Website does not offer End Users to submit or post content. We may provide You with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Website, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). The Contributions may be viewable by other users of the Website and through third-party websites or applications. As such, any Contributions You transmit may be treated in accordance with the Website Privacy Policy. When You create or make available any Contributions, You thereby represent and warrant that:
8.1.1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
8.1.2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Us, the Website, and other users of the Website to use Your Contributions in any manner contemplated by the Website and these Terms of Use.
8.1.3. You have the written consent, release, and/or permission of each and every identifiable individual person in Your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of Your Contributions in any manner contemplated by the Website and these Terms of Use.
8.1.4. Your Contributions are not false, inaccurate, or misleading.
8.1.5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
8.1.6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by Us).
8.1.7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8.1.8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
8.1.9. Your Contributions do not violate any applicable law, regulation, or rule.
8.2. You further agree that:
8.2.1. Your Contributions do not violate the privacy or publicity rights of any third party.
8.2.2. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 years or exploits people under the age of 18 years in a sexual or violent manner.
8.2.3. Your Contributions do not violate any Applicable Law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
8.2.4. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
8.2.5. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
8.3. Any use of the Website in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of Your rights to use the Website.
9. CONTRIBUTION LICENSE
9.1. You agree that We may access, store, process, and use any information and personal data that You provide following the terms of the Privacy Policy and Your choices (including settings).
9.2. By submitting suggestions of other feedback regarding the Website, You agree that We can use and share such feedback for any purpose without compensation to You.
9.3. We do not assert any ownership over Your Contributions. You retain full ownership of all of Your Contributions and any intellectual property rights or other proprietary rights associated with Your Contributions. We are not liable for any statements or representations in Your Contributions provided by You in any area in the Website. You are solely responsible for Your Contributions to the Website and You expressly agree to exonerate Us from any and all responsibility and to refrain from any legal action against Us regarding Your Contributions.
10. THIRD-PARTY SERVICES
10.1. The Company may provide access to third-party services and websites (“External Services”/ “Third Party Services”). We are not responsible or liable for the availability, content or activities of third party services and/or sites (“Third Party Service”) that may be incorporated into, or accessible from, the Website. We do not endorse or recommend and are not responsible or liable for any content, accuracy, quality, advertising, products, or other materials on or available from such Third Party Services. You further acknowledge that We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of such Third Party Services. In addition, third party distributors or telecommunication services may impose their own terms and conditions and impose charges or costs if You acquire the Website from them or use the Website with their services.
10.2. You are solely responsible for any costs You incur to obtain, access or use the applications through Your device.
11. REPRESENTATIONS AND WARRANTIES
11.1. The Company represents and warrants that it is fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement.
11.2. The End User represents and warrants that it is fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement.
11.3. The End User represents and warrants that it will use the Website only for lawful purposes and will not violate the rights of others or the terms of this Agreement. In connection with the content that is posted by the End User, the End User represents and warrants that it owns or have the necessary licenses, rights, consents and permissions to use and authorize Us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such content, and has the written consent, release and/or permission of each and every identifiable individual person in such content to use the name or likeness of each and every such person, to enable inclusion and use of such content in the manner contemplated by Us and this Agreement.
11.4. You will not access the Website under false identity or pretext and will not use it to falsify Your or any other person’s identity (however, this will not prevent You from using a nickname by which You are known provided the name is used lawfully and in good faith).
12. RESPONSIBILITY
You shall be responsible and liable for: (a) all activities that occur as a result of the use of the Website through Your User ID and devices; (b) complying with this Agreement and with any and all Applicable Laws; and (c) complying with the provisions as mentioned in the Privacy Policy of the Company, as amended from time to time.
13. LIABILITY
13.1. The Company takes no accountability or responsibility for any damages caused due to a breach of duties as specified in this Agreement. To avoid data loss, You are required to make use of backup functions of the Website to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Website, You will not have access to licensed Website.
14. DISCLAIMER OF WARRANTY
14.1. We, Our licensors, suppliers, partners and distributors provide the applications and content therein on an “as is” basis which may also contain faults. We do not, under any circumstances, warrant that the Website made from the underlying Website will meet Your requirements, or will be uninterrupted or will be error-free.
14.2. We, Our licensors, suppliers, partners and distributors do not make any warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, non-interference, non-infringement or accuracy, with respect to the application or the content. We do not make any representations, nor do We endorse, the accuracy, completeness, timeliness or reliability of any content displayed, uploaded or distributed on this Website or any content provided by Third Party Services incorporated in or accessible through the Website and such content is supplied for Your reference only. Although, We make reasonable efforts to ensure protection against the introduction of viruses, worms and other malicious code, We do not guarantee or warrant that the Website and content do not contain such destructive features. We, our licensors, suppliers, partners and distributors are not liable for any damages or harm attributable to such features. The entire risk from Your use of the Website and content, and any reliance on the same, and as to the satisfactory quality, performance, accuracy, effort, and cost of any service and repair, is solely with You.
14.3. No oral or written information or advice given by Us shall create a warranty or in any way increase the scope of any warranty that cannot be disclaimed under Applicable Law. We, Our suppliers, partners, and distributors have no liability with respect to Your use of the Website. If any implied warranty may not be disclaimed under Applicable Law, then such implied warranty is limited to 30 (thirty) days from the date You acquired the Website in any manner whatsoever.
14.4. Exclusion of Warranty
The Website and accompanying documentation are furnished to You ‘as is’, ‘as available’ and without warranties, duties or conditions, statutory or otherwise, of any kind.
The Company, its Affiliates, and third party licensors expressly disclaim all warranties, duties and conditions, express (except to the extent expressly provided otherwise by this EULA) or implied, statutory or otherwise, of any kind, including but not limitation to the implied warranties of non-infringement, title, merchantability, and fitness for a particular purpose.
The Company, its Affiliates, and third party licensors do not warrant that the Website or accompanying documentation, will meet Your requirements or provide specific results, or that they will be updated, or that the operation of all or any of them will be uninterrupted or error free, or that any defects will be corrected.
Furthermore, the Company, its Affiliates, and third party licensors do not warrant or make any representations or conditions regarding the use or the results of the use of the Website or accompanying documentation in terms of their accuracy, reliability, completeness or otherwise.
The Company, its Affiliates and third party licensors shall have no responsibility for the security of timeliness, deletion, mis-delivery, or failure to store any of Your communications or personalized settings. No oral or written information or advice given by the Company, its affiliates or any third party shall create a warranty, duty or condition or in any way change this exclusion of warranty, duty and condition.
14.5. Without limiting the generality of the foregoing, You further understand, acknowledge and agree that the Website is not designed or intended for use on any other device other than the device recommended by the Company.
14.6. You expressly acknowledge and agree that any other hardware, Website, content or data could be damaged by installing or using the Website on any other device other than the Device recommended by the Company, and the Company, its affiliates and third party licensors are not responsible for any such damage.
15. LIMITATION OF LIABILITY
To the maximum extent permitted by Applicable Law, in no event will We or Our corporate parent, successors, Affiliates, subsidiaries, directors, employees, licensors, suppliers, partners, agents or distributors be liable for any indirect, special, incidental, consequential, punitive or exemplary damages arising out of or in any way relating to this Agreement, the content, or the use of or inability to use the Website, including, without limitation, damages for loss of goodwill, work stoppage, lost profits, loss of data, mobile phone or other wireless device failure or malfunction, or any and all other damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. Our entire collective liability shall not exceed the aggregate sum of the fees You paid for the Website (if any), and notwithstanding any failure of essential purpose of any limited remedy, We shall not be responsible for any liability arising out of content posted by You, or any other user of the Website, or Third Party Services that are incorporated into or accessed through the Website.
16. RESTRICTIONS ON THE DISTRIBUTION OF SOFTWARE AND WEBSITE
16.1. The Website source code is owned by the Company, and You have been granted a License to use the Website as per the terms of this Agreement. You, acknowledge that You shall not distribute the Website to any third parties.
16.2. You may not use or otherwise export or re-export the Website except as authorized by Applicable Laws and the laws of the Kingdom of Saudi Arabia from time to time. You represent and warrant that You are not located in a country subject to government embargo or on any restricted lists.
17. INDEMNIFICATION
17.1. Upon a request by Us, You agree to defend, indemnify, and hold harmless the Company and its affiliates, respective employees, contractors, officers, directors, suppliers and agents and distributors from all liabilities, claims, and expenses, including attorneys’ fees that arise from Your use or misuse of the Website. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with us in asserting any available defences.
17.2. You shall indemnify and keep the Company and its affiliates and licensors indemnified from any claims arising due to breach of obligations under this Agreement without any pecuniary limits.
18. TERM AND SURVIVAL
This Agreement automatically terminates, if You fail to comply with any of its terms (including the requirements under the Terms of Use and the Privacy Policy). We may terminate this Agreement at any time in Our sole discretion, or cease to make the Website, or any aspects, available for Your continued use. Your rights under this Agreement will terminate automatically and without notice from the Company if You fail to adhere to any term(s) of this license.
You may discontinue use of the Website and/ or Website at Your discretion. Upon termination, You must stop all use of the Website and must destroy all copies of the Website that are in Your possession to the satisfaction of the Company and You shall provide a proof of such destruction to the Company. All provisions of this Agreement, except for the license grant in this Agreement, survive the termination of this Agreement. Upon termination You will have no recourse against the Company, its affiliates or third party licensors for Your inability to use the Website.
19. NOTICE
You authorize Us to provide You any information and notices regarding the Websites (“Notice”) in electronic form. We may provide notices to You (1) via e-mail if You have provided Us with a valid e-mail address or (2) by posting the Notice on a web or mobile page designated by Us for this purpose. The delivery of any Notice is effective when sent or posted by Us, regardless of whether You read the Notice or actually receive the delivery. You can withdraw Your consent to receive Notices electronically by discontinuing Your use of the Website.
20. PRIVACY POLICY
This EULA shall be read along with the Privacy policy for accessing Our Website, which help You understand what information We collect, why We collect it, and how You can update, manage, export, and delete your information. The End User shall adhere to the provisions of the Privacy Policy of the Company as amended from time to time.
21. WAIVER
The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
22. SEVERABILITY
If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party’s rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
23. AMENDMENTS
You understand that the Company is under no obligation to provide You with any amendments or updates, or upgrades. However, the Company may add to, change, or remove any part, term, or condition of this EULA on its own, including but not limitation to as it applies to the Website, at any time. Any such additions, changes, or removals may be posted on the Company’s Website including affiliated / related websites, sent by e-mail, notification to the e-mail address provided by You, or presented to You as part of a process in which You obtain updates or upgrades to the Website, or by any other legally recognizable form of Notice, and shall apply as soon as they are posted. By continuing to use the Website after so posted, You are indicating Your acceptance thereto.
24. DISPUTES AND GOVERNING LAW
24.1. The Company shall not be held responsible for disputes arising out of interactions between members/ users. The Company reserves the right, but has no obligation, to become involved in any way with these disputes.
24.2. The terms shall be governed by the laws of the Kingdom of Saudi Arabia without regard to its conflict of law principles and any disputes arising under or in connection with these terms shall be referred to a sole arbitrator and the arbitration shall be governed by the provisions of the applicable laws in Saudi Arabia and rules thereunder, as amended from time to time.
24.3. Subject to Clause 24.2, parties agree to submit to the personal and exclusive jurisdiction of the courts of Riyadh, Saudi Arabia for the purpose of litigating all such claims or disputes.
25. ENTIRE AGREEMENT
This Agreement is read along with the Terms of Use, the Privacy Policy and supersedes all prior representations, communications, understandings, or agreements between the parties relating to such subject matter.
26. CONTROLLING AGREEMENT/ TRANSLATION
This License Agreement is prepared and executed in English language. The English language version shall govern the parties’ relationship. Any translation of this Agreement into any other languages shall be for convenience of reference only and shall have no legal effect, and the English language text shall in any event prevail.
27. SUPPORT
If You have any questions or concerns about the Services, the EULA, the Terms of Use or the Privacy Policy, please contact:
Address: 3756 Almadina Manoura 42385-6946 1, Saudi Arabia.
Email ID: support@ascpius.com