Effective Date: May 23, 2023
PLEASE READ THIS AGREEMENT CAREFULLY. CLICKING ON THE “I AGREE” BUTTON, OR ACCESSING, INSTALLING OR USING BERRYBOX SERVICES, CONSTITUTES ACCEPTANCE OF THESE SERVICES TERMS AND CONDITIONS.
These BerryBox Services terms and conditions (the “Agreement”) are entered into by and between BerryBox Private Limited. (“BerryBox”), a company registered under the Companies Act of 2013 having its registered office at BerryBox Benefits Pvt. Ltd. 2nd floor, Garuda BHIVE Workspace, BTM Layout, Bengaluru – 560068, and any individual or entity (“Subscriber”) who accesses or uses the BerryBox mobile application (the “App”) and any associated services provided by BerryBox, including any services provided by Providers (as defined below).
1.1) Scope of Agreement
This Agreement governs: (a) the Application, Sites, and BerryBox Systems or Services; (b) the hosting and provision of certain Services that Subscribers may access through any of various mediums or devices now known or developed at a later date; (c) the Provider Services; and (d) the Data. Subscribers agree that use of the Services is subject to this Agreement, as may be modified or updated by BerryBox from time to time, effective upon posting of an updated version of the Agreement at https://www.myberrybox.com/terms/ BerryBox will provide Subscribers with a notice of any such modifications or updates via, email, mobile sms or the Application, and Subscriber is responsible for regularly reviewing the Agreement. Continued use of the Services after any such modifications or updates shall constitute Subscribers’ consent to such changes.
Capitalized terms used herein shall have the meaning set forth below or as ascribed to them in this Agreement.
“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person.
“Aggregated Data” means data resulting from the aggregation, calculation, analysis, or compilation of Subscriber Data and/or data from other sources, including other clients or Subscribers of BerryBox provided that (i) such resulting data does not identify Subscriber as the source of any such data, and (ii) the identities of Subscriber and Subscriber’s clients are not disclosed by or discernable from the resulting data without an extraordinary amount of time or effort.
“Application” means the BerryBox products in BerryBox’s software suite offerings (e.g., appointments, billing, marketing, inventory, and employees), as specified in the Services.
“Effective Date” means the date on which the Subscriber successfully completes the registration process for the BerryBox app and agrees to these Terms and Conditions.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent the Subscriber from accessing or using the BerryBox app as intended by these Terms and Conditions.
“Intellectual Property Rights” means all intellectual property rights, whether registered or unregistered, including patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how, and any other similar rights.
“Law” means any applicable federal, state, or local laws, regulations, and ordinances.
“Losses” means any and all losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, incurred by a party as a result of a claim, demand, or action by a third party.
“Person” means any individual or entity, including but not limited to a corporation, partnership, limited liability company, trust, or government agency.
“Provider” means any third-party provider of services, goods, or content that is integrated with or accessible through the BerryBox app.
“Services” means the services provided by BerryBox to the Subscriber through the BerryBox app, including but not limited to access to content, information, and features available through the app.
“Subscriber” means an individual or entity that has registered for a subscription to the BerryBox app and agreed to these Terms and Conditions.
“Term” means the period during which the Subscriber is subscribed to the BerryBox app, as specified in the subscription plan selected by the Subscriber.
“Third-Party Materials” means any materials, content, or information provided by third-party providers that are integrated with or accessible through the BerryBox app.
“Updates” means updates, enhancements, revisions, fixes, patches, or other changes to the BerryBox app that BerryBox makes generally available to all subscribers with an active subscription.
“BerryBox Materials” means the BerryBox app, its features, functionalities, and content, and any other data, information, or materials provided by BerryBox or its affiliates to the Subscriber in connection with the use of the app.
2.1) Provision of Services: BerryBox will act as an intermediary or aggregator and provide access to services to its Subscribers through its mobile application. The services provided will be fulfilled by third-party Providers selected by BerryBox (“Providers”) and will include but not be limited to health, medical, financial and other related services.
2.2) Use of the BerryBox Application: BerryBox grants its Subscribers a non-exclusive, non-transferable, and revocable license to use the BerryBox mobile application during the Term solely for the purpose of accessing and using the services provided by the Providers.
2.3) Reservation of Rights: Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the BerryBox mobile application, the Services, or any Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the BerryBox mobile application, the Services, and the Third-Party Materials are and will remain with BerryBox and the respective rights holders in the Third-Party Materials.
2.4) Changes: BerryBox reserves the right, in its sole discretion, to make any changes to the Services and the BerryBox mobile application that it deems necessary or useful to maintain the quality or delivery of its service to its Subscribers or comply with applicable law.
2.5) Suspension or Termination of Services: BerryBox may, directly or indirectly, and by use of any lawful means, suspend, terminate, or otherwise deny a Subscriber’s access to or use of all or any part of the Services or BerryBox mobile application, without incurring any resulting obligation or liability, if: (a) BerryBox receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires BerryBox to do so; or (b) BerryBox believes, in its good faith and reasonable discretion, that the Subscriber has violated any term of this Agreement or accessed or used the Services beyond the scope of the rights expressly granted under this Agreement. This Section 2.5 does not limit any of BerryBox’s other rights or remedies, whether at law, in equity, or under this Agreement.
3.1) Free and Paid Services. BerryBox offers both free and value-added services to its Subscribers. Basic services, such as Online Doctor Consultation (GP), Online consultation with trained counsellors, discounted specialist consultations, discounted online pharmacy, discounted health checkup packages and discounted In-Clinic doctor consultations are offered to Subscribers at no charge. Value-added services, such as booking and paying for services directly through the app, are provided by Providers and payment is made directly to the Provider through the app. BerryBox shall have no responsibility or liability for any value-added services provided by Providers.
3.2) Taxes. Any taxes, levies, duties, or similar assessments imposed by applicable taxing authorities on any value-added services provided by Providers shall be the sole responsibility of the Providers.
3.3) Payment Options. Subscribers have the flexibility of three payment options for any value-added services provided by Providers:
Regardless of the chosen payment method, BerryBox shall not be responsible for any payment disputes or issues arising between the Subscriber and the Provider.
3.4) Payment Integrity. All amounts payable to Providers for value-added services shall be paid by Subscribers in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law). This applies to all payment methods: Direct payment via the BerryBox app, payment through the Provider’s own website and payment gateway, and direct payment to BerryBox via the app.
3.5) Changes. BerryBox reserves the right to change the terms and conditions of this fee provision at any time upon notice to Subscribers.
3.6) No Refunds. All payments made by Subscribers for value-added services are non-refundable. In the event of any disputes or issues with a value-added service, Subscribers should contact the relevant Provider directly. BerryBox shall have no responsibility or liability for any disputes or issues arising from value-added services provided by Providers.
4.1) Use Restrictions
Subscriber will not, and will not, access or use the Services or BerryBox Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Subscriber will not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Services or BerryBox Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or BerryBox Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or BerryBox Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Services or BerryBox Materials or access or use the Services or BerryBox Materials other than through the use of valid Access Credentials; (e) input, upload, transmit, or otherwise provide to or through the Services or BerryBox Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, BerryBox Systems, or BerryBox’s provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or BerryBox Materials, including any copy thereof; (h) access or use the Services or BerryBox Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of BerryBox or any third party, or that is inconsistent with the ownership rights in and to the Services or BerryBox Materials, or that violates any applicable Law; (i) access or use the Services or BerryBox Materials for purposes of competitive analysis of the Services or BerryBox Materials, the development, provision, or use of a competing software service or product or any other purpose that is to BerryBox’s detriment or commercial disadvantage; (j) use any computer code, data mining software, “robot,” “bot,” “spider,” “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Services, data or content found on the Services or accessed through the Services; or (k) use the Services for any purpose that is unlawful or prohibited by this Agreement.
BerryBox reserves the right to immediately suspend or terminate Subscriber’s access to the Services, in addition to pursuing any other legal remedies pursuant to Section 13, if Subscriber violates the terms of this Section 4.1.
BerryBox collects various types of information in connection with the services provided on their App. This information includes both non-identifiable data and personal information voluntarily provided by the Subscriber at the time of registration, during access to the App, or when availing of any services. The information collected is categorized into two types: Direct Medical Data and Secondary Data.
5.1) Direct Medical Data. Direct Medical Data includes identifiable health information shared by the Subscriber or their healthcare provider with BerryBox. This may consist of medical records, lab reports, medical history, health condition, prescriptions, and other health-related information. While this information is crucial for the provision of certain services, BerryBox does not use, process, or mine this category of data for any other purpose. It will remain confidential and securely stored by the Provider.
5.2) Secondary Data. Secondary Data refers to non-sensitive, non-identifiable information generated as a result of the Subscriber’s interaction with the App and service providers. Examples include the name of the healthcare provider or institution, the number of visits, types of services availed, duration of service usage, frequency of usage, and other related usage patterns. BerryBox reserves the right to mine, process, and analyze this data to enhance service delivery, improve Subscriber experience, develop new services, and for marketing and promotional purposes.
Subscriber acknowledges and agrees that this consent is bundled with their agreement to use BerryBox’s App and services. They have the option to withdraw their consent at any time by ceasing to use the App and services. Please note that the withdrawal of consent will not affect the lawfulness of data processing based on consent before its withdrawal. Subscribers can contact BerryBox at email@example.com to withdraw their consent or learn more about their rights.
6.1) Service Levels. Subject to the terms and conditions of this Agreement, BerryBox will use commercially reasonable efforts to make the Services Available at least ninety-nine and nine tenths percent (99.9%) of the time as measured over the course of each calendar month during the Term, excluding unavailability as a result of any of the Exceptions. “Available” means the Services are available for access and use by Subscriber over the Internet and operating in material accordance with the Specifications. “Exceptions” means any: (a) act or omission by Subscriber, or use of Subscriber’s Access Credentials, that does not strictly comply with this Agreement and the Specifications; (b) Subscriber Failure; (c) Subscriber’s Internet connectivity; (d) Force Majeure Event; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by BerryBox pursuant to this Agreement; (f) Scheduled downtime; or (g) disabling, suspension, or termination of the Services.
6.2) Scheduled Downtime. BerryBox will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Services between the hours of 10:00 p.m. and 6:00 a.m., local time for each location of the business; and (b) give Subscriber at least eight (8) hours prior notice of all scheduled outages of the Services (”Scheduled Downtime”) via the Services.
7.1) Information Security. BerryBox will employ security measures in accordance with BerryBox’s data privacy and security policy as amended from time to time.
7.2) Subscriber Control and Responsibility. Subscriber has and will retain sole responsibility for: (a) all Subscriber Data, including its accuracy, quality, legality, content and use; (b) all information, instructions, and materials provided by or on behalf of Subscriber in connection with the Services; (c) Subscriber’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Subscriber or through the use of third-party services; (d) the security and use of Subscriber’s Access Credentials; and (e) all access to and use of the Services and BerryBox Materials directly or indirectly by or through the Subscriber Systems or its Access Credentials, with or without Subscriber’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
7.3) Access and Security. Subscriber will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Subscriber Data, including the uploading or other provision of Subscriber Data for Processing by the Services.
8.1) Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 8.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that is designated by a Party as confidential or that reasonably should be understood to be confidential, including information consisting of or relating to the Disclosing Party’s technology, technical information, trade secrets, know-how, business operations, business, product and marketing plans, designs, strategies, business process, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. Without limiting the foregoing: the Confidential Information of BerryBox specifically includes the existence and terms of this Agreement, the Services (and all components thereof), BerryBox’s Intellectual Property, and as between the parties, is owned solely by BerryBox.
8.2) Exclusions. Confidential Information does not include information that [the Receiving Party can demonstrate by written or other documentary records]: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that[, to the Receiving Party’s knowledge,] was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) [the Receiving Party can demonstrate by written or other documentary records] was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
8.3) Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with Section 8.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 8.3; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 8; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and (e) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 8.
Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 8 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
8.4) Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party will: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 8.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 8.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
9.1) BerryBox Materials. Subscriber acknowledges and agrees that all right, title, and interest in and to the BerryBox Materials, including all Intellectual Property Rights therein, are and will remain with BerryBox (as the sole and exclusive owner thereof), subject to any applicable rights, title, and interests of the third-party providers of any Third-Party Materials embedded in or provided in connection with the BerryBox Materials. Subscriber further acknowledges and agrees that the Services (and all components thereof and information contained therein) are trade secrets of BerryBox and/or its Affiliates. All Services (including any software contained therein) are licensed, not sold, by BerryBox to Subscriber, and nothing in this Agreement shall be interpreted or construed as a sale or purchase of such Services, any components thereof or Data contained therein. Subscriber has no right, license, or authorization with respect to any of the BerryBox Materials except BerryBox’s rights in the Aggregated Data are subject to Subscriber ’s rights in the Subscriber Data, and as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 4.1. All other rights in and to the BerryBox Materials are expressly reserved by BerryBox. In furtherance of the foregoing, Subscriber hereby unconditionally and irrevocably grants to BerryBox an assignment of all right, title, and interest in and to the Aggregated Data, including all Intellectual Property Rights relating thereto.
9.2) Enforcement. During the Term of this Agreement, BerryBox will have exclusive right to file or defend the BerryBox Materials against a third party’s violation of BerryBox’s Intellectual Property Rights.
9.3) Subscriber Data. As between Subscriber and BerryBox, Subscriber is and will remain the sole and exclusive owner of all right, title, and interest in and to all Subscriber Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 9.4.
9.4) Consent to Use Subscriber Data. Subscriber hereby irrevocably grants BerryBox a transferable, sublicensable, royalty-free, irrevocable license and all such other rights and permissions in or relating to Subscriber Data as are necessary or useful to BerryBox, its Subcontractors, and BerryBox Personnel to enforce this Agreement and exercise BerryBox’s, its Subcontractors’, and BerryBox Personnel’s rights and perform BerryBox’s, its Subcontractors’, and BerryBox Personnel’s obligations hereunder, including, without limitation, the right to (a) Process the Subscriber Data in connection with providing the Services; (b) modify and create derivative works from the Subscriber Data in connection with providing the Services; and (c) create Aggregated Data. Subscriber acknowledges and agrees that BerryBox may allow providers of Third-Party Materials to access Subscriber Data as required for the interoperation of such Third-Party Materials with the Services. Under no circumstances will BerryBox be liable in any way for any Subscriber Data, including any errors or omissions in any such Data, any disclosure, modification or deletion of Subscriber Data, or any Losses incurred as a result of any such access by providers of Third-Party Materials.
9.5) BerryBox Trademarks. BerryBox and other logos, product and service names are trademarks and service marks owned by or licensed to BerryBox or its Affiliates (the “Marks”). Subscriber agrees not to display or use, in any manner, the Marks without the prior written permission of BerryBox or its applicable Affiliates.
11.1) In no event will BerryBox be liable to Subscriber or any third party for any indirect, special, incidental, exemplary, punitive, or consequential damages, or damages for loss of profits, revenue, data, business, use, goodwill or other intangible losses, arising out of or in connection with this Agreement, regardless of whether such damages were foreseeable and whether or not BerryBox was advised of the possibility of such damages. Notwithstanding the foregoing, BerryBox’s liability for direct damages will be limited to Rs. 1000 (One Thousand Only).
12.1) Termination. BerryBox may terminate this agreement at any time for any reason upon thirty (30) days written notice to Customer. In the event of a termination by BerryBox, Customer will not be entitled to any refunds for any fees paid.
12.2) Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other party if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach from the non-breaching party; (b) becomes insolvent, admits in writing its inability to pay its debts generally as they become due, or has a petition filed against it under any bankruptcy or insolvency law that is not dismissed within sixty (60) days after the filing; or (c) takes any action or makes any statement that indicates that it does not intend to comply with or be bound by the terms of this Agreement.
12.3) Effect of Termination. Upon the termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to Subscriber hereunder shall immediately terminate, and (b) Subscriber shall immediately cease all use of the BerryBox Services.
12.4) Notices. Any notices required or permitted under this Agreement will be in writing and delivered by personal delivery, confirmed email or certified mail, return receipt requested, to the parties at the addresses set forth in the Order Form. Notice will be deemed given upon personal delivery, or upon confirmed email, or five (5) days after deposit in the mail.
The Terms and Conditions of the BerryBox, as well as any disputes arising from or relating to these Terms and Conditions or the use of our products or services, will be governed by and construed in accordance with the laws of India.
Any claim or dispute between you and BerryBox that arises in whole or in part from your use of our services or products shall be decided exclusively by a court of competent jurisdiction located in Bangalore, Karnataka, unless agreed otherwise by both parties.
By using our products and services, you agree that you are subject to the personal jurisdiction of the courts located within Bangalore, Karnataka, for the purpose of litigating all such claims or disputes.
Please note that this clause is subject to change and may be updated at any time at our sole discretion. We encourage you to review this section periodically for any changes.