Date of Last Revision: September 8, 2018
Mya Care (Mya) a Limited Liability company with registered office at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands manages www.myacare.com
Please keep in mind that this document is a legally binding agreement between Care Provider as the user of the Site (referred to as “Care Provider”, “their” or “User” hereinafter) and the Company.
Mya and Care Provider shall jointly be referred to as “Parties” and severally “Party”.
A. Mya will list the Care Provider details and Healthcare Services on its website for Customers to research and find information.
B. The Customer may use the Website to find information and submit inquiries to the Care Provider for the Healthcare Services or about Healthcare Services from a particular Care Provider.
C. Care Provider is a well-known healthcare provider, hospital, clinic, doctor, care giver, rehabilitation/physiotherapy center, wellness center, spa center or diagnostic center known for providing excellent/good medicinal, diagnostic, surgical, wellness or healthcare services;
D. The Parties hereto are desirous of adopting this Agreement for the purposes of specifically outlining the framework of their arrangement.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the Parties hereby agree as follows:
1. Definitions and Interpretation
1.1. In this Agreement, unless the context requires otherwise, the following terms shall have the following meanings:
a. "Agreement" means this Care Provider Agreement, as originally agreed on the date of e-mail and/or link verification by the Care Provider, as amended, modified or supplemented in writing from time to time in accordance with the terms of this agreement.
b. “Care Provider” means healthcare provider, hospital, clinic, doctor, care giver, rehabilitation/physiotherapy center, wellness center, spa center or diagnostic center. The term “Care Provider” shall also include an administrator of a Care Provider’s account.
c. “Confidential Information” shall have the meaning ascribed to such term in Clause 19 of the Agreement.
d. “Customer” shall refer to those Users of the website and/or persons who directly/indirectly approach Mya seeking information on Care Providers for Healthcare Services. Unless expressly specified otherwise, reference to a Customer shall also deem to include reference to the relatives/guardian or any third party of a Customer who apply on behalf of the Customer;
e. “Healthcare Services” shall refer to the healthcare, medicinal, surgical and therapeutic or other services to be provided by Care Provider.
f. “Rates” shall refer to the charges by the Care Provider to the Customer for the Healthcare Services.
g. “User” refers to any user accessing and using the Website.
h. “Website” refers to www.myacare.com or other websites that Mya may adopt for fulfilment of the objectives. The website will be used to list the Care Providers who have signed this agreement along with the profiles of the Care Providers.
1.2. In this Agreement (unless the context requires otherwise):
a. reference to the singular includes a reference to the plural and vice versa, and reference to any gender includes a reference to all other genders;
b. reference to any natural person includes reference to a juristic person like a company etc.;
c. reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to statutory provisions;
d. reference to any Article, Clause, Schedule or Annexure shall be deemed to be a reference to such article, Clause, schedule or annexure of or to this Agreement; and
e. reference to a minor or a Customer of unsound mind shall deem to include reference to his relative/guardian who is responsible for such Person.
Mya and Care Provider are desirous of collectively carrying on an arrangement relating to Healthcare Services and other services. The overall objective of this Agreement is to enable Customers to visit the Care Provider for specialized healthcare, medicinal, surgical, and therapeutic or other services. Mya shall list the Care Providers and Healthcare Services on its website and enable the Customers to find a Care Provider and details for the Healthcare Services required. The Care Provider shall extend its designated facilities and medical care and treatment including health checks, diagnosis, tests, investigations, surgeries, dispensation of medicines in its super and sub specialties to the Customers. Care Provider may list special packages on the Website and the Care Provider shall ensure these packages are properly fulfilled.
3. Grant of Rights
Subject to the terms of the Agreement, we grant to the Care-Provider and they accept a non-exclusive, personal, non-transferable, limited right to have access to and to use the services for the duration of our engagement.
The aforementioned right does not extend to : (a) use the service for time-sharing, rental or service bureau purposes; (b) make the Service, in whole or in part, available to any other person, entity or business; (c) modify the contents of the Service and the Website or use such content for any commercial purpose, or any public display, performance, sale or rental other than envisaged in the Agreement; (c) copy, reverse engineer, decompile or disassemble the Service or the Website, in whole or in part, or otherwise attempt to discover the source code to the software used; or (d) modify or combine the System with any other services not provided or approved by Mya.
Care Provider will obtain no rights to the System except for the limited rights to use the Service or website expressly granted by these Terms.
4. Term of Agreement
The initial term of this Agreement shall be for a period of two (2) years, commencing from the Effective Date unless terminated earlier as provided under this Agreement. Thereafter, the Agreement shall be renewed automatically for successive one (1) year term(s) unless either Party intimates its intention for non-renewal by providing a thirty (30) day notice to the Other Party before the expiry of any renewed term thereof. The obligations of the Parties under this Agreement would continue beyond the termination or expiration of this Agreement and shall survive any termination, cancellation or expiration of this Agreement.
5. Establishing an Account
Care Provider must establish an Account with Mya Care to use the Service. Care Provider acknowledges that the account is personal to the Care Provider or their practice and Care Provider are expected to treat the account as confidential. Care Provider agrees to provide accurate, current and complete information about the practice and Care Provider’s credentials as prompted by the registration form. By establishing an account with Mya Care, Care Provider represent that Care Provider are at least 18 years of age, or the legal age of majority where Care Provider reside if that jurisdiction has an older age of majority, and Care Provider have the legal authority to enter into this Agreement.
6. Access to the System and Use of Services
Care Provider agrees that their receipt of Services is subject to verification by Mya of their identity and credentials as a health care practitioner and to their ongoing qualification as such. As part of the registration process and at any time thereafter, Care Provider may be required to provide Mya with various information such as qualifications, area of expertise and other information in order to prove their credentials as a valid health care practitioner in the field they claim ("Credential Information"). Mya may verify such Credential Information or may ask the Care Provider for additional information. We may also make enquiries from third parties to verify the authenticity of Their Credential Information. Care Provider authorizes Mya to make such enquiries from such third parties, and Care Provider agrees to hold them and Mya harmless from any claim or liability arising from the request for or disclosure of such information. Care Provider agrees that Mya may terminate their access to or use of the Services at any time if they are unable at any time to determine or verify Their Credential Information. Mya reserve to right to carry out re-verification of Credential Information as and when required, and the above rights and commitments will extend to re-verification as well.
• Care Provider will implement and maintain appropriate administrative, physical and technical safeguards to protect the Service from access, use or alteration; and
• Care Provider will immediately notify Mya of any breach or suspected breach of the security of the Website/Service of which Care Provider become aware, or any unauthorized use or disclosure of information within or obtained from the Service, and Care Provider will take such action to mitigate the breach or suspected breach as Mya may direct, and will cooperate with us in investigating and mitigating such breach.
6.3 No Third-Party Access
Care Provider will not permit any third party to have access to or to use the System or the Services without Mya’s prior written consent. Care Provider will not allow any third party to access the System or provide information to Registered Users/ Non-Registered Users on the Website. Care Provider will promptly notify Mya of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the System or Services.
7.1. Care Provider is solely responsible for ensuring that their use of the Services complies with applicable law. Care Provider will also ensure that their use of the Website and the Services is always in accordance with the terms of the Agreement. Care Provider will not undertake or permit any unlawful use of the System or Services, or take any action that would render the operation or use of the System or Services by us.
7.2. Without limiting the generality of the foregoing, Care Provider represent that Care Provider shall not use the System in violation of any applicable laws. Notwithstanding the generality of the foregoing, Care Provider shall not use the Service to directly or indirectly solicit Registered Users for consultation or claim to be a specialist, through the Services or Website, unless Care Provider have a special qualification in that branch. Care Provider shall also keep Their Credential Information updated and will inform Mya immediately should any portion of Their Credential Information be revoked, is cancelled or expires.
8.1. The scope of service of each Party shall be as defined below with the role of Mya being primarily to present the list and details of Care Providers to the Customers and to enable the Customers to contact the Care Providers to receive information and/or estimates for the Services offered.
8.2. The specific obligations of each Party shall be as follows:
I. Duties and obligations of the Care Provider:
Care Provider shall:
a. evaluate the case study of the Customer in detail so as to ensure that the risk of complications/ additional medical assistance required post medical treatment for the Healthcare Services is minimal;
b. provide the most competitive Rates for the Healthcare Services for Customers referred through Mya;
c. provide a reasonable estimate for the cost of the desired Healthcare Services within 48 hours of receiving the required information;
d. acquire, install, configure and maintain all hardware, software and communications systems necessary to access the Mya’s services and to perform their series as advertised on the platform;
e. hold throughout the Term all licenses with all relevant regulatory boards and/or other bodies, councils or authorities necessary to enable the Care Provider to legally practice and deliver the relevant Healthcare Services in the jurisdiction in which the Care Provider operates;
f. maintain throughout the Term any and all qualifications, certifications, licenses and permits necessary for it to provide the relevant Healthcare Services to members of the public;
g. ensure that the Content is accurate and up to date and remains accurate and up to date and it will indemnify Mya Care for any Claim resulting from outdated or inaccurate Content;
h. maintain as confidential and keep secure all information regarding a Customer and any other data received from Mya Care, and not disclose or use any information regarding a Customer or any other data received from Mya Care other than for the purposes of this Agreement or the provision of the relevant Healthcare Services
i. comply with all applicable privacy and information laws and regulations so far as they relate to the Care Provider's collection of Customer’s personal and health information
j. have no objection to the display of its name on any advertisement or publicity material;
k. have no objection to the display of its name, profile and accreditations of the Care Provider on the Website;
l. have no objection to the display of names of the Doctor, profile of Doctors and qualifications of the Doctor on the Website;
m. provide up to date information of the Care Provider, specialties, Doctors and Doctor profiles to Mya at all times;
n. not make derogatory remarks about Mya or its business model and not do anything which has the effect of disparaging the image of Mya in the eyes of the public in general;
o. extend maximum co-operation to Mya for the fulfillment of the objectives and purpose of this Agreement;
p. communicate directly with the Customer to inform the Customer about any requirements before the Customer visits the Care Provider;
q. immediately inform the Customer in the event there is any need of extending treatment of a particular Customer, it is the sole responsibility of the Care Provider to collect any payments or extra payments from the Customer. The Care Provider shall coordinate directly with the Customer for any payments that need to be made in advance, during or after the Healthcare Services are performed;
r. at the time of discharge of the Customer, the Care Provider will provide the Customer the medical bills giving full details of the diagnosis of the disease, tests / investigation carried out, X – rays taken, medical treatment given / surgery performed etc., dispensation of medicines, surgical materials used and their respective charges;
s. provide details of special packages to Mya for the Website and the Care Provider shall ensure these packages are properly fulfilled by the staff of the Care Provider. The Care Provider shall ensure to inform Mya when the packages are no longer valid;
t. provide Mya with a list of Customers who have visited the Care Provider for Healthcare Services for all Customers who were referred by Mya at the end of each month;
u. delegate appropriate individual’s (Administrator) to have access to update information and/or receive and respond to inquiries on the Website on behalf of the Care Provider;
v. authorize Mya to add details or make changes and updates to the profile page and details of the Care Provider on the Mya Care website.
Care Provider shall not use the Services to:
a. post, publish or transmit any Content which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, hateful, or racially or ethnically or otherwise objectionable;
b. encourage conduct that is criminal, would give rise to civil liability or would otherwise violate any law;
c. harm children in any way;
d. impersonate a person or entity or falsely state their affiliation with a person or entity;
e. upload, post, transmit or otherwise make available any Content that infringes the rights of another party including but not limited to trademark, copyright and other intellectual property rights; or
f. transmit or otherwise make available any material that contains software viruses or any other computer code, files designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
II. Duties and obligations of Mya:
a. promote the business, Mya may take steps to disseminate information to the prospective Customers, examples include:
i. Awareness through local Press (Interviews / Write-ups of Facilities / Doctors of First Party);
ii. Blogs and Social Media
iii. Through all its offices / outlets and network of foreign travel partners.
iv. Co-ordinate roadshow, seminars, conferences, medical health fairs, travel marts and press meets.
b. refer Customers to the Care Provider for the Services, but at no time will Mya recommend one Care Provider over another Care Provider.
c. extend maximum co-operation to the Care Provider for the fulfillment of the objectives and purpose of this Agreement.
d. not make derogatory remarks about the Care Provider;
e. not do anything which has the effect of disparaging the image of the Care Provider in the eyes of the public in general;
f. List the Care Provider’s name, profile, accreditations, locations and other relevant details on its Website.
9. User information
9.1. Care Provider hereby acknowledges that Care Provider may get access to User Information including identifiable health related information.
9.2. Care Provider represent and warrant that Care Provider will, at all times during the use of the Services and thereafter, comply with all laws directly or indirectly applicable to Care Provider that may now or hereafter govern the collection, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of User Information.
9.3. Notwithstanding the generality of the aforementioned provision
when dealing with Customer Information.
(b) Care Provider represent and warrant that Care Provider will not use the Information of Customer, Registered and Non-Registered Users for any other purpose than for providing information to such Registered Users and Non-Registered Users and /or fixing appointments with the Customer.
10. Reviews, Feedback and Testimonials
Care Providers may receive reviews, feedback, or testimonials, hereinafter referred to as “Feedback”, from Customers as a review for the services provided by Care Providers. The customer may provide the ‘Feedback’ to the Care Provider and the Care provider is hereby duty-bound to submit the ‘Feedback’ to Mya Care in its genuine, authentic and original form which the ‘Feedback’ was first provided to the Care.The Care Providers hereby agrees and understands that Mya Care may collect Feedback directly from the customers or from any 3rd party.
The Care Provider hereby understands and agrees that Mya Care has the unrestricted right to or not to post and display the Feedback in any way or form as considered appropriate by Mya Care.
The Care Provider also indemnifies and agree to hold harmless Mya Care and its shareholders, officers, directors, employees and affiliates from and against all and anyclaims, damages, costs, suits, judgments, decrees, loss of profit, business and/or goodwill and expenses (including reasonable legal fees), based upon, relating to, or arising out of a posting and displaying of such Feedback collected as per the specification of this clause.
11. Trademarks and Copyright
The trademarks, logos and service marks ("Marks") displayed on the Site are the property of Mya care and other associated parties and service providers. Care Providers are prohibited from using any Marks for any purpose without the written permission of Mya care or such third party which may own the Marks. All information and content including any software programs available on or through the Site ("Content") is protected by copyright. Care Providers are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Site for commercial or public purposes.
You further acknowledge that the Services may contain information which is designated confidential by Mya and that you shall not disclose such information without Mya’s prior written consent.
Mya shall, in no manner whatsoever, be responsible or liable for any payments to the Care Provider in relation to the Healthcare Services availed by the Customers;
13. Independent Contractor
Nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, partnership, joint venture, or any relationship other than that of independent parties contracting with each other solely to carry out the provisions of this Agreement.
14. Representations and Warranties of the Parties
14.1. Each Party represents and warrants to the other Party that:
a. it has the right, power, and authority to enter into this Agreement and perform the acts required of it herein;
b. the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound;
c. it shall take utmost care in maintaining the confidentiality of the information received from each other and shall ensure that the same is not misused by its staff or representatives in any manner whatsoever. Further, the Parties shall be responsible for the breach of confidentiality obligations of its staff or representatives; and
d. this Agreement will constitute a legal, valid and binding obligation on each Party till its termination by the Parties herein.
14.2. The Care Provider represents and warrants:
a. that it has the necessary license/approvals to carry on the hospital/clinic or Healthcare Service unit as the case may be and the carrying on of the same is not in violation of the provision of any law in the jurisdiction where it is present;
b. that the doctors and other staff of the Care Provider are well qualified and adequately trained to provide the Healthcare Services.
c. that the Care Provider shall take all necessary precautions to ensure the well being of the Customer while the Customer is in its care and custody.
d. that the Care Provider has adequate infrastructure, facilities and staffs to take care of the Customer while the Customer is rendered the Healthcare Services by the Care Provider.
e. that the Care Provider shall take utmost care in maintaining the dignity and integrity of their profession and shall not do anything which is against the accepted principles of humanity or morality.
f. that the Care Provider will delegate Administrators to access and update information on the Website on behalf of the Care Provider and to receive inquiries submitted on the Website. The Care Provider claims responsibility and liability for any information provided by the Administrator or usage of the Website by the delegated Administrator.
14.3. Mya disclaims any and all responsibility or liability for the accuracy, completeness, reliability or availability of Customer’s data / information collated by Mya. The Customer’s data / information is provided "as is" and is available without warranty of any kind, either expressed or implied or statutory.
15. Relevance Algorithm
Mya’s relevance algorithm for the Care Providers is a fully automated system that lists the Care Providers, their profile and information regarding their Practice on its Website. These listings of Care Providers do not represent any fixed objective ranking or endorsement by Mya. Mya will not be liable for any change in the relevance of the Care Providers on search results, which may take place from time to time. The listing of Care Providers will be based on automated computation of the various factors. Such factors may change from time to time, in order to improve the listing algorithm. Mya in no event will be held responsible for the accuracy and the relevancy of the listing order of the Care Providers on the Website.
16. Disclaimer and Warranties
The services, the website the system, access to the system and the information contained on the system is provided "as is" and "as available" basis without any warranty of any kind, expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You are solely responsible for any and all acts or omissions taken or made in reliance on the system or the information in the system, including inaccurate or incomplete information. it is expressly agreed that in no event shall we be liable for any special, indirect, consequential, remote or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theory of liability, even if we have been apprised of the possibility or likelihood of such damages occurring. We disclaim any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the system.
You acknowledge that other users have access to the system and are receiving our services. Such other users have committed to comply with these terms & conditions and our policies and procedures concerning use of the system; however, the actions of such other users are beyond our control. Accordingly, we do not assume any liability for or relating to any impairment of the privacy, security, confidentiality, integrity, availability, or restricted use of any information on the system resulting from any users' actions or failures to act.
17. Limitation of Liability
NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS, IN THE EVENT MYA CARE SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND MYA CARE AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF ANY FEES RECEIVED BY MYA CARE FROM YOU IN THE PRECEDING TWELVE. YOU AND MYA CARE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND MYA CARE.
18.1. The Parties shall indemnify, hold harmless and defend each other and its shareholders, officers, directors, employees and affiliates from and against all and any charges, claims, damages, costs, suits, judgments, decrees, losses, expenses (including reasonable legal fees), penalties, demands liabilities and causes of action, of any kind or stature (“Claims”), based upon, relating to, or arising out of a breach or claimed breach or failure of any of the covenants, representations or warranties under this Agreement.
18.2. The Care Provider shall also be liable to indemnify Mya and its shareholders, officers, directors, employees and affiliates for any unlawful disclosure of information of the Customer, damage, death, injury, other mishap or any complications that require additional treatment caused to the Customer due to the negligence of the Care Provider and/or its staff performing their duty or fulfilling their obligations under this Agreement. Further, Care Provider shall also be liable to indemnify and hold harmless Mya from Claims arising due to breach of or failure to protect the confidentiality of protected health information of the Customers.
18.3. It is expressly clarified that Mya shall not be liable for or be made a party to any claim that maybe made against the Care Provider by the Customer and/or his relatives or guardians concerning the Healthcare Services provided by the Care Provider.
18.4. Notwithstanding what is stated hereinabove, Mya shall not be liable for any liability for incidental, consequential, indirect, special, punitive damages or liabilities of any kind, or for loss of revenue, loss of business or other financial loss arising out of or in connection with this Agreement, regardless of the form of action, whether in contract, tort (including negligence) or otherwise, even if any representative of a Party has been advised of the possibility of such damages. Mya’s aggregate liability arising or accruing under this Agreement for any damages shall not exceed USD 500 [Five Hundred USD].
19. Confidential Information
19.1. The Parties agree to maintain and hold in strictest confidence, confidential information with respect to the affairs of the each other. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Parties including, but not limited to, this Agreement and its terms thereof, the scheme of the Arrangement between the Parties, the business model of Mya and its working methodology, Customer data, research, product plans or other information regarding either Party’s products or services and markets therefore, customer lists and customers, finances or other business information. The Parties shall however be permitted to disclose the Confidential Information of the other Party to the Care Provider and/or the Customer to the extent required for the purpose of this Arrangement.
19.2. Care Provider also agrees to maintain adequate administrative, technical, and physical safeguards to protect the confidentiality of protected health information of the Customers. Any breach of security or unlawful disclosure of health information of a Customer shall be reported to Mya within two (2) days of the learning of such breach or disclosure and may be a ground for termination of this Agreement.
19.3. It is clarified that Mya shall not be responsible for any claim arising under this Clause due to breach of Confidentiality by the Care Provider and Care Provider shall be liable to indemnify Mya for any losses arising as a result of the same.
19.4. The provision on confidentiality under this Clause is binding and shall survive the termination of this Agreement.
20.1. Termination with cause
Either Party may terminate this Agreement if:
a. the other Party commits a breach of any material term or condition of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of the same;
b. the other Party becomes the subject of a petition in bankruptcy or any voluntary/involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors;
20.2. Termination without cause
Either Party may terminate this Agreement at will, after giving 15 days prior written notice of the same to the Other Party.
20.3. Consequences of Termination
a. It is clarified that the termination of the Agreement will not affect the Healthcare Services to be provided by the Care Provider to the Customers.
b. Exercise of the right of termination shall not prejudice legal rights or remedies of the Parties to claim any outstanding monies arising up to the date of termination of this Agreement.
21. Dispute Resolution and Governing Law
21.1 Any claim, controversy, difference or dispute between the Parties shall be attempted to be resolved through mutual negotiations within a period of 30 days from the date of such dispute arising.
21.2 If the dispute is not resolved by negotiation within the above referred 30 days, the Parties shall be bound to submit all disputes and differences howsoever arising out of or in connection with this Agreement to arbitration by sole arbitrator appointed by mutual agreement of the Parties, or in the absence of such an agreement within 15 days after a Party first proposes an arbitrator, the dispute shall be resolved by an arbitral tribunal composed of three arbitrators, one of whom shall be appointed by each Party within 15 days after expiry of the 15 days period. The third arbitrator shall be selected by the mutual agreement of the first two arbitrators within 15 days after the last of the first two arbitrators has been appointed. The place of arbitration shall be England and Wales.
The language to be used in the arbitration proceedings shall be English. The award of the arbitration proceedings will be final and binding on all Parties to the Agreement.
This Agreement is governed by and is to be construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction with respect to all actions arising out of or in relation to this Agreement, its performance or breach thereof.
22. Copyright Notice
The Company respects the intellectual property rights of others and expects the users of its services to do the same. If you believe that any content appearing in the Product has been copied in a way that constitutes copyright infringement, please forward the following information to the Company.
To file a copyright infringement notice, you will need to send a written communication that includes the following to the address listed below:
• Your name, address, telephone number, and email address;
• A description of the copyrighted work that you claim has been infringed;
• The exact URL or a description of where the alleged infringing material is located;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• A statement by you, under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
23. Choice of Forum
The Courts of England and Wales shall have exclusive jurisdiction with respect to this Agreement.
24. General Provisions
24.1. Survival: Termination of this Agreement will not terminate, affect, or impair any rights, obligations, or liabilities of either Party, which may accrue prior to such termination.
24.2. Non-Solicit: During the Term of this Agreement, Either Party will not, without the Other Party’s prior written consent, directly or indirectly, solicit or encourage any employee or contractor of the Other Party or its affiliates to terminate employment with, or cease providing services to, the Other Party or its affiliates.
24.3. Assignment: This Agreement shall not be assigned, in whole or in part, by the Care Provider, without the prior written consent of Mya. However, Mya may assign this Agreement, at its discretion, to such affiliate/s as it may deem fit without prior notification to the Care Provider. Further, this Agreement shall continue and will remain unaffected by reason of change in control of Mya. This Agreement will be binding upon and will inure to the benefit of the Parties and their representatives and respective successors and permitted assigns.
For the purposes of this Agreement, ‘change in control’ shall mean the direct or indirect change in the ownership, operation or control of Mya whether resulting from merger, acquisition, share transfer / subscription, consolidation or otherwise.
24.4. Waivers: No Party will be deemed to have waived any of its rights, powers or remedies hereunder unless that Party approves such waiver in writing.
24.5. Entire Agreement: This Agreement, including any and all attachments/Exhibits hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof, and all prior negotiations and understandings, whether oral or written, are superseded hereby.
24.6. Severability: Each section of this Agreement is severable. If any provision is held unenforceable by a court of competent jurisdiction, such ruling shall not impair any other provision that remains intelligible and all other provisions shall continue in effect.
24.7. Counterparts: This Agreement may be executed in counterparts, with each counterpart being considered as the original Agreement.
24.8. Compliance with Laws: Each Party shall comply with all applicable laws and regulations in performing its obligations under this Agreement and shall be individually liable for any and all non- compliance of any regulation/law/guideline/order etc. on its part.
24.9. Notices: All notices required or desired to be given hereunder will be in writing and can be either be delivered personally or be sent by electronic communication (with a copy by ordinary mail) or by registered or certified mail. If sent by electronic communication, notices will be deemed to have been given on the same day on which the notice is sent. If notice is sent by registered or certified mail or is delivered personally, it shall be deemed to have been given on the day on which the notice is received or when delivery is refused.