IMPORTANT NOTICE: This Agreement contains a binding arbitration clause and a class action waiver, as set out in Clause 13 (Governing Laws and Dispute Resolution) hereof. By accessing or using the Services, you irrevocably agree to be bound by such provisions.

This website is owned and operated by DigiNxtHlt Solutions Pvt. Ltd. and its affiliates (collectively, “DigiNxtHlt”, “we”, “us”, or “our”). These Terms of Service (“Terms”) constitute a legally binding agreement between DigiNxtHlt and any person or entity accessing, using, or purchasing the services and/or websites of DigiNxtHlt (the “Services”). The Services are limited in scope to those offered, provided, and/or sold by DigiNxtHlt. You are advised to read these Terms carefully before accessing, purchasing, or using the Services.

The term “you”, “your”, “yourself”, or “Customer” shall mean and include, as the context requires: (i) any person or entity that (directly or indirectly) purchases, consumes, accesses, or uses the Services; and (ii) “Covered Parties”, being your end users, clients, or consumers. DigiNxtHlt and you are collectively referred to as “Parties” and individually as “Party”.

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHALL NOT ACCESS, PURCHASE, OR USE THE SERVICES.

1.  Definitions

In these Terms, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

1.    “Action” shall mean any claim, suit, action, allegation, charge, penalty, interest, damage, demand, cost, or investigation, in each case initiated by a third party, governmental authority, or industry body.

2.    “Affiliate(s)” shall mean any entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with a Party. For the purposes of this definition, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.

3.    “Applicable Law(s)” shall mean all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives, and orders of any Governmental Authority or Person acting under the authority of any Governmental Authority having the force of law in India, including without limitation the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and the rules and regulations framed thereunder, each as amended or re-enacted from time to time.

4.    “Content” shall mean any data, text, information, materials, files, documents, audio, video, images, feedback, or other content submitted, uploaded, posted, transmitted, or otherwise made available by you through or in connection with the Services.

5.    “DigiNxtHlt Operating System / Operating System” shall mean DigiNxtHlt’s proprietary, research-driven mental wellness platform that integrates Artificial Intelligence, therapeutic science, and compassionate care for the purposes of prevention, early intervention, and long-term emotional resilience.

6.    “Confidential Information” shall mean all information exchanged between the Parties, including without limitation business, technical, and financial data; know-how; software codes; DigiNxtHlt Operating System source code and object code; employee information; device details; Intellectual Property; commercials; pricing; discounts; product details; processes; trade secrets; software and operating system features and functionality; rates, revenues, profits, and losses; transaction data; and the terms of this Agreement.

7.    “Failure” shall mean a quantifiable inability on our part to render the Services in the manner mutually agreed between the Parties, solely and directly attributable to DigiNxtHlt.

8.    “Governmental Authority” shall mean any national, regional, or local government authority, statutory authority, government department, ministry, secretariat, agency, commission, board, tribunal, court, or other law-, rule-, or regulation-making body or entity in India, having or purporting to have jurisdiction over the Parties or the Services.

9.    “Intellectual Property” shall mean all intellectual property, whether existing or future, including without limitation all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, source code, object code, upgrades and updates, names and data associated with any software or platform (including the DigiNxtHlt Operating System and the Services), computer programs, devices, databases, copyrights, licences, franchises, formulae, and designs, together with all related rights therein, irrespective of registration status.

10.  “Malicious Code” shall mean viruses, worms, time bombs, Trojan horses, ransomware, spyware, adware, and any other harmful or malicious code, files, scripts, agents, or programs designed or intended to damage, disrupt, intercept, or misappropriate data, devices, or systems.

11.  “Person” shall mean any natural person, limited or unlimited liability company, unincorporated association, body corporate, corporation, partnership (whether limited or unlimited), proprietorship, trust, union, Governmental Authority, or any other entity recognised as a legal person under Applicable Law.

12.  “Term” shall mean the period during which (i) the Services are being rendered or have been agreed (directly or indirectly) to be rendered by DigiNxtHlt to you, or (ii) the Services are being accessed or used by you.

2.  Eligibility and Age Restriction

The Services are intended solely for individuals who are eighteen (18) years of age or older. By accessing or using the Services, you represent and warrant that you are at least eighteen (18) years of age. Persons below the age of eighteen (18) are strictly prohibited from accessing or using the Services.

DigiNxtHlt reserves the right, without prior notice or liability, to terminate or suspend access of any user who is found to be below the minimum age requirement.

Where the Services are provided pursuant to an institutional or corporate arrangement (including a Student Assistance Programme or Employee Assistance Programme), the subscribing institution or employer shall be solely responsible for ensuring that access to the Services is granted exclusively to eligible individuals who meet the age and eligibility requirements set out herein.

3.  General

This Agreement constitutes the entire understanding between the Parties with respect to the purchase or use of the Services, irrespective of the Term, and supersedes all prior or contemporaneous communications, representations, negotiations, or agreements between the Parties, whether oral or written.

As a condition of access to and use of the website, you represent, warrant, and undertake that you shall not use the website for any purpose that is unlawful or prohibited by these Terms, and that you shall not use the website in any manner that could damage, disable, overburden, impair, or interfere with the Services or with any other person’s use or enjoyment thereof.

Any Person who does not agree to these Terms, or who is not authorised to access or use the Services, is hereby prohibited from doing so. DigiNxtHlt reserves the right to initiate appropriate legal proceedings in respect of any unauthorised access to or use of the Services.

4.  Amendment to the Terms

DigiNxtHlt reserves the right to revise, modify, or amend these Terms, or any part thereof, at any time at its sole discretion by updating the Terms on its website. Where DigiNxtHlt, in its sole discretion, determines that any amendment is material, it shall use reasonable endeavours to notify you by placing a notice on its website, through the Services, by email, or by such other means as it deems appropriate.

Your continued access to or use of the Services following the publication of any amendment shall constitute your unconditional consent, acknowledgement, and acceptance of the amended Terms. You are advised to review the Terms periodically to ensure familiarity with the most current version.

5.  Access and Use

You shall not use the Services beyond the scope expressly granted under this Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly set out herein, you shall not, directly or indirectly:

a.    use the Services in a manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property rights of DigiNxtHlt or any other Person, or that violates Applicable Law;

b.    reverse engineer, decompile, disassemble, or otherwise analyse the Services or the DigiNxtHlt Operating System in an unauthorised manner;

c.    use the Services for commercial exploitation other than as expressly agreed between the Parties in writing;

d.    access, interfere with, disable, or disrupt the integrity or security of the DigiNxtHlt Operating System;

e.    impersonate any Person or misrepresent an affiliation with any Person;

f.     use the Services to store or transmit Malicious Code;

g.    use the Services to store, publish, transmit, upload, download, post, copy, produce, or distribute any infringing, libellous, defamatory, obscene, harassing, threatening, or otherwise unlawful or tortious material, or any material that violates the privacy rights of any third party; or

h.    authorise, permit, encourage, or enable any other Person to do any of the foregoing.

6.  Mental Wellness Services — Scope and Limitations

Nature of Services. The Services provided by DigiNxtHlt are intended solely for the purposes of mental wellness support, emotional resilience, and early intervention. The Services do not constitute and shall not be construed as constituting the practice of medicine, clinical psychology, psychiatry, or any other licensed healthcare profession. DigiNxtHlt does not provide clinical therapy, medical diagnosis, psychiatric care, crisis intervention, or emergency mental health services through the Platform.

Acknowledgement by User. You expressly acknowledge and agree that:

i.      the Services, including AI-assisted features and sound therapy programmes, are wellness tools and do not create or imply a clinical or therapeutic relationship between you and DigiNxtHlt or any of its personnel;

j.      in the event of a mental health emergency or a risk to life, you shall immediately contact emergency services or a crisis helpline, including without limitation: NIMHANS Helpline: 080-46110007; iCall: 9152987821; or Vandrevala Foundation Helpline: 1860-2662-345, or attend the nearest hospital or emergency facility;

k.    nothing in the Services shall be construed as professional medical advice and you shall not disregard, delay seeking, or discontinue professional medical treatment on the basis of any information or content received through the Services; and

l.      DigiNxtHlt shall bear no liability for any decision made by you solely in reliance upon information, recommendations, or suggestions received through the Services.

7.  Artificial Intelligence and Technology Disclosure

The Services are powered in part by Artificial Intelligence (AI) and machine learning technologies. You acknowledge and agree that:

m.   AI-generated recommendations, insights, analyses, and content are not guaranteed to be accurate, complete, error-free, or appropriate to your specific circumstances, and DigiNxtHlt makes no warranty in that regard;

n.    AI-driven sound therapy and wellness features are based on ongoing scientific research and are intended as supplementary wellness tools only; and

o.    DigiNxtHlt continuously develops and improves its AI models, and the Services may be updated, modified, or enhanced from time to time without prior notice to you.

8.  Representations and Warranties

You represent, warrant, and undertake that: (i) you shall access, consume, and use the Services in strict compliance with all Applicable Law(s) and these Terms; and (ii) you shall promptly facilitate and implement such modifications, updates, and changes as DigiNxtHlt may make to the Services during the Term.

9.  Disclaimer

You acknowledge and agree that: (i) you are solely responsible at all times for ensuring that your use of the Services is in compliance with Applicable Law(s) and that you shall not use the Services for any fraudulent, dishonest, or unlawful purpose; and (ii) DigiNxtHlt is under no obligation to make the Services available upon or after the expiry of the Term or termination of the arrangement between the Parties.

This website may contain inaccuracies and may not be complete or current. DigiNxtHlt reserves the right, to the fullest extent permitted by Applicable Law, to correct any errors or omissions (including after an order has been submitted) and to modify or update information at any time without prior notice. Such errors or omissions may relate to Service descriptions, pricing, and availability. DigiNxtHlt reserves the right, to the fullest extent permitted by Applicable Law, to cancel or decline any order.

DigiNxtHlt shall be entitled to disclose to a Governmental Authority, as required by Applicable Law or pursuant to any directive or request from any governmental body, the particulars of any user accessing or engaging with the Services.

The Services are provided on an “as is” and “as available” basis. Save for the warranties and representations expressly set out in these Terms, DigiNxtHlt makes no warranty or representation, whether express or implied, whether in fact or by operation of law, statute, or otherwise, including any implied warranty of merchantability, satisfactory quality, or fitness for a particular purpose. DigiNxtHlt does not warrant that the Services will be uninterrupted or error-free, or that any defects will be corrected.

DigiNxtHlt shall not be responsible or liable, in any circumstances whatsoever, for: (i) any unauthorised access to or use of the Services; (ii) errors or interruptions in the Services arising from (a) acts or omissions of any third party, or (b) the use of a non-current or altered version of the DigiNxtHlt Operating System; or (iii) any liability arising from the use of third-party products or services in combination with the Services.

10.  Intellectual Property

Nothing in or on the Services shall be construed as a transfer, sale, or assignment of any Intellectual Property from DigiNxtHlt to you. DigiNxtHlt shall at all times retain all rights, title, and interest in and to the Services, including all derivatives, customisations, improvisations, and any part or portion thereof. All rights not expressly granted to you under these Terms are reserved by DigiNxtHlt.

By accessing or using the Services, you grant DigiNxtHlt a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you in connection with the Services.

You hereby acknowledge and agree that DigiNxtHlt may use your logo, brand name, and trademark for the limited purpose of identifying you as a user or recipient of the Services.

11.  Confidentiality

All Confidential Information received or accessed by you (the “Receiving Party”) in connection with DigiNxtHlt (the “Disclosing Party”) shall be held in strict confidence and shall be protected with at least the same degree of care as the Receiving Party applies to its own confidential or proprietary information of a similar nature, and in no event less than a reasonable standard of care. The Receiving Party shall disclose Confidential Information to its personnel or representatives only on a strictly need-to-know basis and solely for the purpose of performing its obligations under this Agreement. The Receiving Party and its personnel shall not disclose, duplicate, publish, release, transfer, or otherwise make available any Confidential Information, in any form, to any third party without the prior express written consent of the Disclosing Party.

The Receiving Party shall procure that its representatives (including employees, sub-contractors, agents, and Covered Parties) who have access to Confidential Information execute appropriate confidentiality undertakings binding them to obligations no less restrictive than those set out herein. The Receiving Party shall remind each such representative of their confidentiality obligations upon termination of their employment or engagement. You shall notify DigiNxtHlt in writing within three (3) days of the effective date of any such termination, so as to enable DigiNxtHlt to limit, restrict, or revoke the representative’s access to Confidential Information. In the event of your failure to provide such timely notice, you shall be solely liable for any loss, misuse, or theft of Confidential Information resulting from such representative’s continued access.

The Receiving Party acknowledges and agrees that a breach of confidentiality obligations may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. Accordingly, the Disclosing Party shall, in addition to any other rights or remedies available to it, be entitled to seek the remedies of injunction, specific performance, and other equitable relief without proof of special damages and without the requirement to post a bond or other security.

Notwithstanding anything to the contrary herein, you grant DigiNxtHlt a limited right to use, modify, and process Customer data for the following purposes: (i) creating and analysing aggregated and anonymised information for statistical purposes arising from the use of or access to the Services; (ii) improving the Services; and (iii) rendering services to you.

12.  Indemnity

You shall indemnify, defend, and hold harmless DigiNxtHlt and its subsidiaries, affiliates, vendors, agents, employees, officers, directors, and contractors (collectively, the “Indemnified Parties”) from and against all losses, Actions, proceedings, judgments, and expenses (including reasonable legal and statutory fees) arising out of or in connection with: (i) any fraud, wilful misconduct, misrepresentation, non-compliance, or breach of these Terms by you; (ii) any breach of Applicable Law(s) by you; (iii) any third-party claim arising out of or in connection with your use of the Services; (iv) any Content, information, or materials provided by you that causes or is alleged to have caused damage or loss to a third party; and/or (v) your infringement of any rights of a third party, including any Intellectual Property rights.

13.  Limitation of Liability

To the maximum extent permitted by Applicable Law, DigiNxtHlt shall not be liable to you or any third party for any punitive, incidental, indirect, special, reliance, or consequential damages, including without limitation loss of business, revenue, or profit, whether arising under contract, tort (including negligence), or otherwise, and whether or not DigiNxtHlt had been advised of the possibility of such loss or damage.

DigiNxtHlt assumes no liability for any monetary or other damage suffered by you arising from any interruption in, error in, or unavailability of the Services.

14.  Termination

DigiNxtHlt reserves the right, at its sole and absolute discretion, to terminate or suspend your access to and use of the Services at any time, with or without cause, including without limitation in the event of any breach of these Terms by you. DigiNxtHlt shall have the sole right to determine whether you are in violation of any provision of this Agreement.

Effect of Termination. Upon the termination or expiration of these Terms, the following provisions shall survive and continue in full force and effect: Clause 5 (Access and Use); Clause 8 (Representations and Warranties); Clause 9 (Disclaimer); Clause 10 (Intellectual Property); Clause 11 (Confidentiality); Clause 12 (Indemnity); Clause 13 (Limitation of Liability); and Clause 15 (Governing Laws and Dispute Resolution).

15.  Governing Laws and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India. Subject to Clause below, the courts at Bengaluru, India shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

In the event of any dispute arising between the Parties, the Parties shall use their best endeavours to resolve such dispute through mutual discussions and negotiations within a period of sixty (60) days from the date on which the dispute is notified in writing by either Party. In the event that the Parties are unable to resolve the dispute amicably within the said period, the matter shall be referred to and finally resolved by arbitration before a sole arbitrator to be appointed by DigiNxtHlt in accordance with the Arbitration and Conciliation Act, 1996, and any statutory amendment or re-enactment thereof. The seat and venue of arbitration shall be Bangalore, India, and the arbitration shall be conducted in the English language. The award of the sole arbitrator shall be final and binding upon the Parties.

Any dispute arising from or relating to these Terms or your use of the Services shall be resolved solely on an individual basis. You expressly waive any right to initiate, join, or participate in any class action, consolidated action, private attorney general action, or other representative proceeding. Unless DigiNxtHlt otherwise agrees in writing, the arbitrator shall not consolidate the claims of more than one Person.

16.  Miscellaneous

p.    Force Majeure. DigiNxtHlt shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural catastrophes, acts of war or terrorism, civil or military disturbances, nuclear incidents, strikes or industrial disputes, interruptions or failures of utilities, communications, or computer systems. DigiNxtHlt shall use reasonable endeavours consistent with prevailing industry practice to resume performance as soon as practicable in the circumstances.

q.    Waiver and Severability. No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of such right or remedy. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall continue in full force and effect.

r.     Notices. All notices under this Agreement shall be in writing and sent by registered or certified mail (postage prepaid, return receipt requested) or by electronic mail (with written confirmation of receipt) to the following address:

DigiNxtHlt Solutions Private Limited

422,9th Main 1stBlock ,HRBR Layout

Bangalore 560043

Email: contact@diginxthlt.com

Phone: [+91 6364927289]

Notices shall be deemed effective upon actual receipt by the addressee.

s.     Assignment. Neither Party may assign, transfer, or novate any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that DigiNxtHlt may, without your consent, assign its rights and obligations (i) in connection with any merger, consolidation, reorganisation, change in control, or sale of all or substantially all of its assets related to this Agreement; or (ii) to any third party for the purpose of facilitating or delivering the Services. Any purported assignment by you without DigiNxtHlt’s prior written consent shall be null and void. This Agreement shall be binding upon and enure to the benefit of the Parties’ respective permitted successors, assigns, and transferees.