Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted within the United States.

All Orders placed by You will be governed by the terms of this Agreement. HealthGurumantra will confirm Your Order either through the Site at the time you submit Your Order or by providing You with access to the Services (each, a “Confirmation”). If the terms of any Order conflict with the terms of any Confirmation of that Order, the terms of the Confirmation will govern and control with respect to the Services provided to You. This Agreement will govern and control the terms of each Order and Confirmation under this Agreement. By accessing or using any of the Services, You agree to be bound by the terms of this Agreement and each applicable Order and Confirmation with respect to those Services.

This Agreement will be effective upon the Effective Date. If You have ordered a trial subscription to the Services or a subscription to any free Services, as indicated in an applicable Order or Confirmation (a “Trial/Free Subscription”), then the term of this Agreement will continue for the period of the Trial/Free Subscription indicated in the applicable Order or Confirmation and will thereafter expire unless You place an Order for a non-trial subscription to the Services prior to the completion thereof. If You have ordered a non-trial subscription to the Services, then the term of this Agreement will continue for the initial period stated in the applicable Order or Confirmation for the Services and will thereafter automatically renew for successive additional periods of equal duration. If no initial period is stated in the applicable Order or Confirmation for the Services, this Agreement will continue for an initial period of 12 months and will thereafter automatically renew for successive additional 12-month period. Unless terminated as set forth herein, the term of this Agreement will continue to renew until You notify HealthGurumantra that You do not wish to renew the Agreement at least 30 days prior to the end of the then-current period. In all other cases, the term of this Agreement will continue until terminated as set forth here in.

Subject to this Agreement, during the term of this Agreement HealthGurumantra will provide You with a limited subscription to access and use the Services subject to Confirmations under this Agreement, solely for Your own use in connection with your own business purposes. Your rights to access and use the Services are personal, non-exclusive, non-transferable and non-sublicensable. You understand that HealthGurumantra may from time to time, in its sole discretion, update, change, revise, suspend or discontinue the Services (or any portion thereof) with or without notice.

Upon Confirmation of Your Order by HealthGurumantra, the rights granted to You under this Agreement entitle You to access the Services through accounts (each, an “Account”). You will be provided with a user identification and password applicable to each Account You have purchased (each such user identification and password, an “Account ID”). Each Account ID is personal in nature and may be used only by You or, if You are an organization, by designated employees within Your organization or contractors who are contractually required to comply with the terms of this Agreement (such individual, as applicable, the “User” of the Account). You are solely responsible for all use of the Services by each User and for compliance by each User with the applicable terms of this Agreement. You will ensure the security and confidentiality of each Account ID and will notify HealthGurumantra immediately if any Account ID is lost, stolen or otherwise compromised. You acknowledge that You are fully responsible for all costs, fees, liabilities or damages incurred through use of each Account ID (whether lawful or unlawful) and that any Services ordered or transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In no event will HealthGurumantra be liable for the foregoing obligations or the failure by You to fulfill such obligations. You will be solely responsible, at Your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for You and each User to connect to, access, and use the Services and the Sites.

In addition to the terms of this Agreement, Your access to and use of the Site and Services is subject to HealthGurumantra’s then-current policies relating to the Site and Services, including, without limitation, the HealthGurumantra policies. You are responsible for compliance with these policies and all other HealthGurumantra policies applicable to the access and use of the Services posted to the Site or provided through Services.

Any software or code available on or for download through the Site or Services (“Software”) is protected by Intellectual Property Rights (IPR, as defined below). Unless otherwise expressly stated in a license or other agreement separate from this Agreement that You may have entered into (or may enter into) with HealthGurumantra relating to any Software (each such license or other agreement, a “Software License Agreement”), HealthGurumantra grants you a limited, non-exclusive right, non-transferable, non-sublicensable, license to download, install and execute the Software in accordance with the instructions provided on the Site and solely for your own business purposes in connection with Your access to and use of the Services. Except as expressly set forth in the foregoing sentence (or any applicable Software License Agreement), You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software or any IPR therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Software without the prior written permission of HealthGurumantra. Except as set forth in this Agreement, any Software License Agreement will control in the event of a conflict between the terms of this Agreement and that Software License Agreement.

The Services may include services developed, provided, or maintained by third-party service providers (“Third-Party Services”). In addition to the terms of this Agreement, Your access to and use of any Third-Party Services is also subject to any other agreement separate from this Agreement that You may enter into (or may have entered into) relating to those Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third-Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third-Party Service Agreement. All other Third-Party Services will be subject to the terms of this Agreement. Third-Party Services may be subject to additional Fees as set forth on the Site. Notwithstanding the terms of any Third-Party Services Agreement, HealthGurumantra may change, modify or discontinue any Third-Party Service at any time and without notice to You. Except as expressly set forth in this Agreement or any Third-Party Service Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third-Party Services.

You acknowledge that the Services, Sites, Software, and the databases, software, hardware, and other technology used by or on behalf of HealthGurumantra to provide the Services and operate the Sites (the “Technology”) and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of HealthGurumantra. You will not, and will not permit any third-party to: (1) access or use the Services or the Sites, in whole or in part, except as expressly provided in this Agreement; (2) use the Site, Services or any Software to harvest or collect email /SMS/VOICE addresses or other contact information of third parties by any means for the purposes of sending unsolicited email /SMS/VOICE or other unsolicited communications; (3) use the Site, Services or any Software in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or Services; (4) use automated scripts to collect information from or otherwise interact with the Site, Services or any Software; (5) use the Site, Services or any Software to intimidate or harass any other people or entities; alter, modify, reproduce, create derivative works of the Services, Technology, or any Software; (6) distribute, sell, resell, lend, loan, lease, license, sub-license or transfer any of Your rights to access or use the Services or any Software, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make the Services or any Software, or access thereto, available to any third-party; (7) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Site, Services, Technology or any Software; (8) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Sites, Services, Technology, or any Software; or (9) interfere in any manner with the operation or hosting of the Sites, Services, Technology or any Software, or attempt to gain unauthorized access to the Sites, Services, Technology or any Software. (10) You may not attempt to probe, scan, penetrate or test the vulnerability of a HealthGurumantra system or network, or to breach the HealthGurumantra security or authentication measures, whether by passive or intrusive techniques. You will not allow any access to or use of the Services by anyone other than Your authorized Users, and any such use will be consistent with the terms, conditions and restrictions set forth in this Agreement.

You agree to pay HealthGurumantra all fees set forth in each Order or Confirmation and any fees otherwise specified on the Site or through the Services (“Fees”). All Fees will be billed as indicated in each Order or Confirmation. If the applicable Order or Confirmation does not specify any applicable billing terms, the initial payment of Fees specified under that Order or Confirmation for each period in Your subscription will be due and payable by You in advance on or before the Effective Date and again on or before the completion of each subsequent period under this Agreement. If You have specified credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, You grant HealthGurumantra the right to charge the credit card or debit the bank account provided to HealthGurumantra for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to HealthGurumantra (including upon any termination or suspension of this Agreement). Should payments be due for 30 days or more, HealthGurumantra reserves the right to suspend the Services until the customer resolves any outstanding dues and interest penalties.

If HealthGurumantra requires use of collection agencies, attorneys, or courts of law for collection on Your account, You will be responsible for those expenses. You will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement.

This Agreement may be terminated by HealthGurumantra, at any time, in HealthGurumantra’s sole discretion: (1) upon any breach by You of this Agreement that remains uncured ten (10) days after HealthGurumantra delivers written notice to You of such breach; or (2) at any time during any Trial/Free Subscription, for any reason or no reason, upon notice to You. Without limiting HealthGurumantra’s right to terminate this Agreement, HealthGurumantra may also immediately and indefinitely suspend Your access to the Sites or Services, with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or of applicable law or upon any other conduct deemed inappropriate or detrimental to the Services by HealthGurumantra. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to You under this Agreement will terminate; (b) You will immediately cease all use of and access to the Sites and Services; (c) all Fees then owed by You will become immediately due and payable; (d) You will immediately either return to HealthGurumantra or, at HealthGurumantra’s discretion, destroy the HealthGurumantra Content, Account IDs, HealthGurumantra Confidential Information, and other information related to this Agreement in Your possession or control; and (e) HealthGurumantra may delete any of Your Content held by HealthGurumantra within 10 days after the date of termination. Sections 6 (Applicable Policies), 9 (Restrictions), 10 (Fees and Payment), 11 (Termination and Suspension), 12 (Ownership), 14.3 (Warranties and Disclaimer: Disclaimer), 15.2 (Indemnity: By You), 16 (Limitation on Liability), 17 (Data Privacy), 18 (Confidentiality), 21 (Disputes), 22 (Governing Law) and 23 (General) will survive any expiration or termination of this Agreement.