1. You agree to defend, indemnify and hold harmless to Fusion Medical LLP Images, licensers, employees, agents, third party information providers and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content that you post, store or otherwise transmit on or through the Site, your conduct, your use or inability to use the Site, your breach or alleged breach of the Site Terms or of any representation or warranty contained herein, your unauthorised use of the Fusion Medical LLP, or your violation of any rights of another.
2. Fusion Medical LLP shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
3. You will indemnify and hold Fusion Medical LLP, harmless against any damages or liability of any kind arising from any use of the Content other than the uses expressly permitted by the TOS. You further agree to indemnify Fusion Medical LLP for all costs and expenses that you or, Fusion Medical LLP incurs for any unusual usage of the content.
4. If Fusion Medical LLP is required to collect direct or, indirect taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such taxes as you may be required to self-assess said tax under the applicable laws of your residing country.
5. "Non-transferable" as used herein means that except as specifically provided in these TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify Fusion Medical LLP at info@fusionmedical.co.in of each such social media website's use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please notify us via email at info@fusionmedical.co.in.
6. Upon notice from Fusion Medical LLP, or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Fusion Medical LLP may be liable, or if Fusion Medical LLP removes any Content for any reason and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. Fusion Medical LLP shall provide you with comparable Content (which comparability will be determined by Fusion Medical LLP its reasonable commercial judgment) free of charge, but subject to the terms and conditions of these TOS.
7. If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Fusion Medical LLP, upon Fusion Medical LLP' reasonable request.
8. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled in New Delhi, India administered under the Arbitration Act, 1940, in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be New Delhi, India. The language of the arbitration shall be English and Hindi. There shall be one arbitrator. Each party shall bear its own costs in the arbitration. Fusion Medical LLP shall also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Fusion Medical LLP, such action is necessary or desirable.
9. These TOS shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof. These TOS are governed by and shall be construed in accordance with the laws of Indian Penal Code of conduct, without respect to its conflict of laws principles.
10. If you are entering into these TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally be liable to Fusion Medical LLP for any breaches of the terms as mentioned under TOS. You hereby grant Fusion Medical LLP a worldwide, non-exclusive, limited license to use your trademarks in Fusion Medical LLP promotional materials, including a public customer list.
For the purposes of these TOS, a day is defined as the twenty four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, then it will close on April 4. If you purchase a monthly subscription on August 31, your subscription will end on September 30. You need to buy a fresh subscription to get the continued service.
If any individual term of these TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of these TOS, so that these TOS shall otherwise remain in full force and effect.
11. It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
12. In the event that you breach any of the terms of this or any other agreement with Fusion Medical LLP then, it Fusion Medical LLP holds the right to terminate your business / account without further notice, in addition to Fusion Medical LLP' other rights at law and/or equity. Fusion Medical LLP shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
13. Except as expressly set forth herein, Fusion Medical LLP grants no rights and makes no warranties, with regard to the use of personally identifiable information that may be contained in any of its Content.
14. Fusion Medical LLP does not warrant that the Content, Fusion Medical LLP website, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.
15. In the event that you use fraudulent credit card information to open an account or otherwise engage in any criminal activity affecting Fusion Medical LLP. Fusion Medical LLP will promptly file a complaint to its local crime complaint centre in India.