TERMS AND CONDITIONS FOR PREGNANCY COACHES/OTHER COACHES

Introduction:

These Terms and Conditions written on the ‘naima’ Application developed and owned by sole proprietor Saloni Mayekar, under the business name “Naima” (“Application”) shall manage your use of our Application.

These Terms and Conditions will be applied fully and affect to your use on this Application. By using this Application, you have agreed to and given your implicit as well as explicit consent to accept all Terms and Conditions and Privacy Policy written herein. If you do not agree to these Terms and Conditions, consent is deemed to be not given and further usage of this Application is not viable.

Upon creating a User ID and Password for this Application, you agree that you become registered user of this Application.

These Terms and Conditions and the Privacy Policy apply to all visitors and users of Services provided by the Company through the Application. In view of the same, we request you to carefully go through these Terms and Conditions/ Agreement and the Privacy Policy before you decide to use the Services made available on the Application. Your usage of the Application implies your consent with respect to Privacy Policy which is as per provisions of Information Technology Act, 2000. The above-mentioned constituents of the Agreement shall at all times, be read together and shall be deemed to be incorporated herein by reference. Please note that your use of the Services or the Application will signify your acceptance of the Agreement and your agreement to be legally bound by the same. If you do not agree to, or wish to, be bound by the terms of the Agreement, you may not access or otherwise avail of the Services or use the Application.

 

A.Terms of Usage

 

  1. “Pregnancy Coach”, “coach”, “you” and “your” or other similar terminology are all in reference to you as the user of this Application and as a recipient of all the information and material on this Application.

  2. “Terms”, “Terms and Conditions” and “Agreement” shall mean these Terms and Conditions which govern your working on this Application.

  3. “Company”, “Naima”, or “us” or “we”, shall mean Naima and include its officers, successors and permitted assigns.

  4. “User” or “registered users” shall mean clients, customers users, or patients on the Application.



 

B.Nature of Service on the Application

 

  1. This Application is exclusively owned and operated by by Naima, a sole proprietary business, having its registered office at 169/A Dr Ambedkar Road, Mayur Niwas, Dadar, Mumbai – 400014. The Company is not a medical institution, healthcare institution, hospital, OPD or pharmaceutical company.

  2. We are engaged in the business providing a variety of services, through a combination of artificial intelligence and pregnancy coaches in the context of pregnancy including human coaching support, structured content support, Artificial Intelligence driven coaching support, medication reminders and such other related services which may be specified by us from time to time (“Services”). 

 

C. Access:

 

  1. You agree that access to the Application is temporary and Company reserves its sole right and discretion to modify and/or amend the information, material and/or Services provided on Application without prior notice to you. 

  2. The Application or any part thereof may be amended or unavailable or other inaccessible at sole discretion of Company without any justification. You also agree to enter into a separate detailed agreement containing specific terms along with these Terms and Conditions.

  3. No information, content or material from the Application may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without our express written permission. Any unauthorized use terminates the permission or license granted by us.

 

D. Registration on Application:

 

  1. If you wish to provide Services and the Company provides explicit or implicit consent for the same on the Application, you will have to register on the Application and become a Pregnancy Coach. By registering on the Application, you agree that you will be appointed by us to provide the Services to you on the terms of the Agreement and any other terms as may be amended from time to time. It is your sole responsibility to keep abreast of the updates including amendment or changes to these Terms and Conditions. Please note that Company may on its sole discretion chose to reject your application for providing Services on this Application.

  2. To register on the Application, your will have to provide personal data required by the Company from time to time.

  3. You may also provide any other additional information on the Application as may be relevant to you. Please note that providing additional information beyond what is required at registration is entirely optional and can be altered or removed by you at any time. 

  4. Registration is only a one-time process and if you have previously registered on the Application.    

  5. Upon registration on the Application, you hereby authorize our executives to reach out to you by way of SMS, email or telephone for the purpose of providing training on the various features of the Application. You agree to undergo training modules or such other processes as the Company may set from time to time. Please note that any usage by you of the Application after the completing the above process signifies that you understand the Application and its features. In no manner shall we be liable if you have construed any portion in a different manner or otherwise.

  6. When you avail of the Services or use the Application, you are responsible for maintaining the confidentiality of your account, password, terms of this Application and preventing unauthorized access to your account. We request you to safeguard your password, your account and any other questions required by us in the process of registration. It is your sole duty to ensure that others do not have access to it. It is your responsibility to keep your account information current and accurate. 

  7. You agree to (a) ensure that you exit from your account at the end of each session, (b) immediately notify us of any unauthorized use of your account information or any other breach of security, and (c) keep vigilance with respect to any unauthorized access. It is your sole responsibility with respect to the same and we are not liable for any loss or damage arising from your failure to comply with these conditions. Please note that it is your liability with respect to losses incurred by the Company or any other user of or visitor to the Application due to authorized or unauthorized use of your account as a result of your failure to keep your account information secure and confidential.

  8. Your access to the Application may be occasionally suspended or restricted to allow for repairs, maintenance, or for introduction of new facilities or services. However, we do not take responsibility for internet related issues at your end. We may also exercise our sole discretion to terminate or remove your account from our Application, without providing any justification or assigning any reasons.

 

E. Intellectual Property Rights:

 

  1. Other than the content you own or your pre-existing Intellectual Property Rights, Company and/ or its licensee or assignees own all the intellectual property rights, information and materials contained on their Application.

  2. You are granted limited, irrevocable and non-transferable license only for the purpose of providing Services on this Application. Please note that if any intellectual property rights are created during the process of providing Services, you agree to irrevocably transfer the same to the Company, without any disputes with respect to the same.

  3. Any unauthorized usage shall amount to infringement of intellectual property rights and shall be liable for legal proceedings under applicable laws.

 

F. Disclaimer: 

 

  1. You expressly state that the Services do not include the provision of any medical advice or treatment, whether directly or indirectly. 

  2. You shall not prescribe any drug, medication, medical advice, or recommend commencing or discontinuing any course of treatment; and should ask the user/ patient to seek confirmation from gynecologist, or other qualified health care provider. 

  3. You agree that your Services are not intended to be and do not constitute a substitute for professional medical advice, diagnosis, or treatment. 

  4. Therapy Areas: You shall use this Application to help users manage pregnancy, pregnancy related conditions and risk factors including abortions, miscarriages, hypertension, diabetes and other women’s health associated conditions (“Birth Plan”). As per information received from user during registration, Application shall help you customize a generic birth plan for users’  needs. Please note that results may vary based on the specific issue faced by the user, their medical history, and overall state of health. We shall endeavour to help you provide a comprehensive Customized Birth Plan, however you agree that you will not offer guarantees on any outcomes. In such cases, you should direct the users/ patient to visit Health Care Provider including doctor, or trained medical professional.

  5. You will provide support for non-emergency purposes only and not attempt to access or provide live support for emergency care through the Application or associated Services. 

  6. You agree that you are not a healthcare provider and cannot be held liable for the occurrence of an emergency event or the treatment sought by you following such emergency event. 

 

G. User Agreement

 

  1. By agreeing to terms hereof, the You confirms that You are above the legal age and are competent to enter into contracts as per applicable laws including Indian Contract Act, 1872 and are legally allowed to take decision by themselves. You agree that you have agreed to these Terms and Conditions out of your free will without any coercion, misrepresentation or in any manner fraudulent manner. The registered user agrees to all  Terms and Conditions including any links or modifications. The Terms and Conditions are applicable to all present and future contracts established between you and Company

 

H. Interaction on the Application

 

  1. We will be selecting you on our panel based on our own selection criteria without providing reasoning and which may be changed from time to time based on business needs of the Company.

  2. Pursuant to the same, we will be assigning to you any users/ patients at our discretion.

  3. The Application allows you to interact with users, who shall be accessible to you through the Application as stated above. 

  4. You may provide the users with including but not limited to content, text, data, graphics, images, information, suggestions, guidance, and other material relating to diet, lifestyle, exercise, or pregnancy conditions as may be requested by users from time to time, as part of the Services. The provision of such Information does not create a licensed medical professional/patient relationship, between the Company, Pregnancy Coach and registered user/ user and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition, but is only provided to facilitate better lifestyle choices, and encourage a behavioral change. As such, you are engaged by us as nutritionists, dieticians, psychologists, labor doula, lactation, pregnancy fitness, new parent, childbirth or disease educators based on your training/ qualifications and cannot substitute, or replace a doctor or a healthcare professional. The Company shall not be liable for providing any guidance, information or opinion based on incomplete or incorrect information (including incomplete / incorrect medical history) provided by the user or you as a pregnancy coach. The company will not be liable for any failure or delay in approaching a Provider in respect of any health concerns. Further, you agree to write to the Grievance Officer at care@naima.tech if any Pregnancy Coach or User is providing any medical advice including but not limited to medical tests, drugs, medicines, x-rays or any other related medical advices. In no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on such information.

  5. Further, you agree that any advice provided by you to the user is your personal opinion, the learnings from a certified pregnancy coaching program and a combination of the two, and as such Company bears no direct, indirect or any kind of liability with respect to the same.

 

I.Occurrence of adverse events

 

  1. For the purposes of these Terms of Use, the term “Adverse Event” shall refer to any adverse health consequences, or adverse medical events including but not limited to premature deliveries, abortions, miscarriages, still births, pregnancy related risk factors such as preeclampsia, gestational hypertension, gestational diabetes, anemic disorders that occur during the course of pregnancy or consequent to, or resulting out of usage of any drug, medical device or as part of any therapy or consultation that the user is currently on or has been on.

 

2.Upon the occurrence of an Adverse Event, you shall redirect any user or patient to visit the Health Provider including doctor, gynecologist, or relevant trained medical professional. Further, you shall update the event information on the app and inform the user of the update, for validation by the user, no later than 10(ten) days from the date of occurrence of such Adverse Event. 

 

3.You hereby agree not to hold the Company responsible for any such Adverse Events and associated issues as you are aware that your health file is managed by a Health Provider.

 

​J. Call Recording

 

  1. We reserve the right to record any telephonic conversations between you and the users, Company, its affiliates and its or their directors, employees, agents, partners, suppliers, third party service providers, licensors or content providers (including Pregnancy/ Health Coaches, telesales executives, customer support, customer experience executives and onboarding executives). 

  2. You hereby agree that the Company will be permitted to record all telephonic conversations with you, irrespective of whether you are intimated of such recording during the course of such telephonic conversation.

 

H. Payments and Refund

 

  1. Payment terms will be governed as per the terms and conditions agreed under a separate agreement or Statement of Work.

 

I. Termination:

 

  1. This Clause shall be governed as per the terms and conditions agreed under a separate agreement or Statement of Work.

 

J. Access outside Republic of India

The Company makes no representation that the content contained on the Platform is appropriate to be used or accessed outside the Republic of India. If the users use or access the Platform from outside the Republic of India, they do so at their own risk and are responsible for compliance with the laws of such jurisdiction. As such you agree that it is your duty to keep the Company updated if any portion or Terms and Conditions are not in consonance with local laws of your country. Basis the same, parties shall enter into a separate detailed agreement. You agree to give your consent knowing fully well that the server may be located in India and you shall perform all necessary compliances for sharing any person data including data and information to India at your cost. Company in no manner is liable in case any contents are in violation of your local laws. It is your sole responsibility to ensure strict compliance.

K. No Warranty:

 

You agree to provide Services and any information on this Application on “as is” basis with all faults, and 

 

L. Restrictions:

You are specifically restricted from the below:

  1. Publishing any Application and/ or information on any other website, application or any public or private forum, directly or indirectly, without prior written permission 

  2. Selling, and sub-licensing and/ or otherwise commercializing any Application material and/ or information. 

  3. Publicly performing and/ or showing Application material or information without prior written permission

  4. Using this Application in any manner which is or is likely to be damaging to this Application.

  5. Using this Application in any manner which in any way impacts user access to this Application

  6. Modifying the Application and/ or contents thereof

  7. De-compilation or reverse engineering or disassembling the content hereof

  8. Deletion or modification of any contents including but not limited to legal notices, disclaimers or proprietary notices such as copyright or trademark symbols, logos that you do not own or have express permission from Company

  9. Engaging in any form of antisocial, disruptive or destructive acts, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the internet;        

  10. Using this Application in any manner which is unlawful or harms the Company or any other person or entity, as determined in Company’s sole discretion. 

  11. Engaging in any data mining, data harvesting or otherwise any similar activity in relation to this Application

  12. Using this Application to engage in any advertisement or marketing without prior written permission

  13. Posting, submitting, uploading or distributing and in any manner transmitting any software or computer files  that contain virus or any harmful content or component which is likely to impair or damage the existing Application in any manner.

  14. Posting or uploading any content that is libellous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party.

  15. Uploading any data which belongs to a third party and to which the user does not have any right.

  16. Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libellous, invasive of another's privacy, hateful, racially or ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

  17. Competing with the Company while providing Services on this Application, directly or indirectly, during the agreed tenure and further period of one (1) year thereafter.

  18. Soliciting any employee of the Company without prior permission

  19. Harming minors in any way;

  20. Infringing any IPR including patent, trademark, copyright or other proprietary rights. You agree to indemnify and save harmless in respect of any third party claims with respect to the same;

  21. Violating any law for the time being in force;

  22. Misrepresenting including deceiving or misleading the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

  23. Impersonating another person; or

  24. Threatening the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

Certain areas of this Application are restricted from being accessed by you and the Company reserves sole, exclusive and irrevocable right to restrict access by you to any other areas as it may deem fit from time to time. Any User ID and Password you may have or are likely to have for this Application shall remain confidential. It is expected that you also maintain confidentiality in respect of your User ID and Password and it is your sole responsibility to protect your User ID and Password. 

M.Force Majeure

 

  1. Force Majeure includes circumstances or causes beyond its reasonable control, including, without limitation, force majeure acts of God, acts or threatened acts of terrorism, war or other violence, or any law, order or requirement of any governmental agency or authority, cyberattacks, or any unforeseen breach or failure of the Company’s computer systems or networks.  

In the event of such delay or failure, the Company shall be entitled to forthwith terminate any agreements with you 

 

N. Limitation of Liability

 

  1. In no event, Company or any of its officers, assignees, directors, employees or otherwise any authorized agent of Company shall not be liable for anything, including direct, indirect, consequential, arising out of or in any manner connected with use of this Application including but not limited to damages for loss of profits, goodwill, data or other intangible losses by any user whether such liability is under contract or otherwise.  

  2. We shall neither be liable nor responsible for any actions or inactions of Pregnancy/ Health Coaches (outside the scope of services provided via the Application), or other users of the Platform, nor any breach of conditions, representations or warranties by you. You shall be personally liable with respect to the same to any user of this Application. 

 

O. Indemnity

 

  1. You hereby agree to indemnify, defend and hold the Company, the Company’s agents, affiliates, representatives, authorized users, employees and assigns harmless from and against any and all losses, damages, liabilities and costs arising from your use of the Application or the Services and / or the violation of the Agreement by you.

 

P. Severability

 

  1. If any provision of these Terms and Conditions is found to be invalid or illegal under any applicable laws, such provisions shall be deleted without affecting the remaining provisions hereof.

 

Q. Variation of Terms

 

  1. Company is permitted to revise these terms at any time as it sees fit, and by using this Application you are expected to review these Terms and Conditions on regular basis. The Company owes no responsibility if change in any Terms and Conditions affects you or your business in any manner, whether directly or indirectly.

 

R. Assignment

 

  1. Company is allowed to assign, transfer and subcontract its rights and/ or obligations under these Terms and Conditions without any notification. However, you are not allowed to assign, transfer or in any manner subcontract any of your rights and/ or obligations under these Terms and Conditions, without prior written permission  from the Company.

 

S. Entire Agreement

 

  1. These Terms and Conditions constitute the entire agreement and understanding between you and Company and in relation to usage of this Application from time to time, and supersede all prior agreements and understandings.

 

T. Governing Law & Jurisdiction

 

  1. These Terms and Conditions are governed by and interpreted in accordance with laws of India. In case of any disputes, courts of Mumbai shall have sole and exclusive jurisdiction with respect to the same.