Capella Zen (“ C.Z.”) is the first owner, publisher and operator of the Capellazen.com web (“Application”) more particularly described in Schedule -1 Annexed hereto.

1. NATURE AND APPLICABILITY OF TERMS
Please carefully go through these terms and conditions (“Terms”) and the privacy policy available at Capellazen.com (“Privacy Policy”) before you decide to access the services made available on the Application by Capella Zen. These Terms and the Privacy Policy together constitute a legal agreement (“Agreement”) between you and Capella Zen in connection with your visit and your use of the Services (as defined below).

The Agreement applies to you whether you are :-
An Expert (whether an individual professional or an organization) or similar institution wishing to be listed, or already listed, on the Application, including designated, authorised associates of such Experts or institutions (“Expert(s)”/ “or” / “User”)

This Agreement applies to those services made available by Capella Zen on the Application, to the Expert (s) (“Services”), including the following:

i. LIST THE SERVICES
CapellaZen provides Facility to reach subscribers through following activities :
(i) Write blogs related to your expertise,
(ii) search for Experts by name, specialty, and geographical area, or any other criteria that may be developed and made available by Capella Zen and
(iii) to make appointments with Expert.

The Services may change from time to time, at the sole discretion of Capella Zen and the Agreement will apply to your visit to and your use of the Application to avail the Service, as well as to all information provided by you on the Application at any given point in time.

This Agreement defines the terms and conditions under which you are allowed to use the Application and describes the manner in which we shall treat your account while you are registered as a member with us. If you have any questions about any part of the Agreement, feel free to contact us at support@Capellazen.com

(A) By downloading or accessing the Application to use the Services, you irrevocably accept all the conditions stipulated in this Agreement and agree to abide by them. This Agreement supersedes all previous oral and written terms and conditions (if any) communicated to you. By availing any Service, you signify your acceptance to the terms and conditions of this Agreement.

(B) We reserve the right amend to modify or terminate any portion of the Agreement for any reason and at any time, and such amendments and modifications shall be informed to you in writing/ email and shall supersede and replace all previous versions of the same You should read the Agreement at regular intervals. Your use of the Application following any such modification constitutes your agreement to follow and be bound by the Agreement so modified. Any additional terms and conditions, disclaimers, privacy policies and other policies applicable in general and/ or to specific areas of this Application or to particular Service are also considered as part of the Agreement.

(C) You acknowledge that you will be bound by this Agreement for availing any of the Services offered by us. If you do not agree with any part of the Agreement, please do not use the Application or avail any Services. Your access to use of the Application and the Services will be solely at the discretion of Capella Zen

(D) Upon termination all obligation of and upon the User mentioned in this agreement will continue and survive termination

(E) The Agreement is published in compliance of, and is governed by the provisions of Indian law, including but not limited to:
• i. the Indian Contract Act, 1872,
  ii. the (Indian) Information Technology Act, 2000, and
  iii. the rules, regulations, guidelines and clarifications framed there under.

2. CONDITIONS OF USE

You must be 18 years of age or older to register, use the Services, or visit or use the Application in any manner. By registering, visiting and using the Application or accepting this Agreement, you represent and warrant to Capella Zen that you are 18 years of age or older, and that you have the right, authority and capacity to use the Application and the Services available through the Application, and agree to and abide by this Agreement.

3. TERMS OF USE FOR EXPERT

[i] LISTING POLICY

[A] Capella Zen, directly and indirectly, collects information regarding the Experts’ profiles, contact details, and practice, and publishes these details on the Application. On a Expert’s request, Capella Zen may take down any part of such Expert’s profile on the Application, provided, however, that Capella Zen shall at no time be under any obligation to take down publicly available information about a Expert, his/her profile, contact details and/or practice. All information regarding the Experts’ profiles, contact details, and practice is collected for the purpose of facilitating interaction between and among End-Users, members of the public and Experts. If any information displayed on the Application in connection with you and your profile is found to be incorrect, you are required to inform Capella Zen immediately to enable Capella Zen to make the necessary amendments.

[B] Capella Zen shall not be liable and responsible for the listing of the Experts on external websites and search engines on account of listing on this Application

[C] Capella Zen shall not be responsible or liable in any manner to the Users for any losses, damage, injuries or expenses incurred by the Users as a result of any disclosures or publications made by Capella Zen, where the User has expressly or implicitly consented to the making of disclosures or publications by Capella Zen. If the User had revoked such consent under the terms of the Privacy Policy, then Capella Zen– shall not be responsible or liable in any manner to the User for any losses, damage, injuries or expenses incurred by the User as a result of any disclosures made by Capella Zen prior to its actual receipt of such revocation.

[D] Capella Zen shall not be responsible or liable in any manner to the Users for any losses, damage, injuries or expenses incurred by the Users as a result of any disclosures or publications made by Capella Zen where the User has expressly or implicitly consented to the making of disclosures or publications by Capella Zen. If the User had revoked such consent under the terms of the Privacy Policy, then Capella Zen shall not be responsible or liable in any manner to the User for any losses, damage, injuries or expenses incurred by the User as a result of any disclosures made by Capella Zen prior to its actual receipt of such revocation.

[E] Capella Zen reserves the right to publish the User information to a third party, subject to prior explicit informed consent from the User.

[G] You as a Expert hereby represent and warrant that you will use the Services in accordance with applicable law. Any contravention of applicable law as a result of your use of these Services is your sole responsibility, and Capella Zen accepts no liability for the same.

[H ] Theft of Subscription Services

You agree to notify Capella Zen immediately, in writing or by mail to support@capellazen .com , if your content is stolen or if you become aware at any time that your account with any Subscription Service is being misused or being used fraudulently. When you call or write, you must provide your account details and a detailed description of the circumstances of the theft or fraudulent use of the Subscription Services. Failure to do so promptly or within a reasonably prompt time period after discovery of the improper use may result in the termination of your Subscription Services and additional charges to you. You will be liable for all use of the Subscription Services if your account is misused and also for any and all stolen Subscription Services or fraudulent use of the Service. Notwithstanding anything herein to the contrary, Capella Zen shall not be liable to extend the subscription period or waive­off any fees on account of such theft or fraudulent use. This includes, but is not limited to, modem hijacking, wireless hijacking, or other fraud arising out of a failure of your internal or corporate security procedures. Capella Zen will not issue refunds for fraudulent use resulting from your negligent or willful acts or those of an authorized user of your Subscription Services

4 PROFILE OWNERSHIP AND EDITING RIGHTS

Capella Zen ensures easy access to the Experts by providing a tool to update your profile information. Capella Zen reserves the right of ownership of all the Expert’s profile and photographs and to moderate the changes or updates requested by Experts. However, Capella Zen takes the independent decision whether to publish or reject the requests submitted for the respective changes or updates. You hereby represent and warrant that you are fully entitled under law to upload all content uploaded by you as part of your profile or otherwise while using Capella Zen services, and that no such content breaches any third party rights, including intellectual property rights. Upon becoming aware of a breach of the foregoing representation, Capella Zen may modify or delete parts of your profile information at its sole discretion with or without notice to you.

5. PROJECTING RIGHTS OF CAPELLA ZEN

[A] All Content is content created by the Users of and the clients of Capella Zen customers and Experts, including the End-Users. As a platform, Capella Zen does not take responsibility for Content and its role with respect to Content is restricted to that of an ‘intermediary’ under the Information Technology Act, 2000. Capella Zen Feedback Collection and Fraud Detection Policy, is annexed as the Schedule hereto, and remains subject always to these Terms.

[B] Capella Zen reserves the right to collect feedback and Content for all the Experts, listed on the Application.

[C] Capella Zen shall have no obligation to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service, except as required by applicable law.

[D] You understand that by using the Services you may be exposed to Content or other content that you may find offensive or objectionable. Capella Zen shall not be liable for any effect on Expert ’s business due to Content of a negative nature. In these respects, you may use the Service at your own risk. Capella Zen however, as an ‘intermediary’, takes steps as required to comply with applicable law as regards the publication of Content.

[E] Capella Zen will take down information under standards consistent with applicable law, and shall in no circumstances be liable or responsible for Content, which has been created by the Users. The principles set out in relation to third party content in the terms of Service for the Application shall be applicable mutatis mutandis in relation to Content posted on the Application.

[F] If Capella Zen determines that you have provided inaccurate information or enabled fraudulent feedback, Capella Zen reserves the right to immediately suspend any of your accounts with Capella Zen and makes such declaration on the Application alongside your name/your clinics name as determined by Capella Zen for the protection of its business and in the interests of Users. You shall be liable to indemnify Capella Zen for any losses incurred as a result of your misrepresentations or fraudulent feedback that has adversely affected Capella Zen or its Users. Capella Zen is not liable to refund any amount that may have been paid by you to Capella Zen for the services used by you.

[G] Capella Zen shall have no obligation/ no responsibility towards the Expert for and in respect of the speed of internet, Wifi Facility as and when available, use of 3G, 4G services towards use of the application by the Expert/service provider or institution. Any loss of data, communication etc on account of default in internet services as highlighted above in this Clause shall be the sole responsibility of the service provider and Capella Zen does not share any responsibility for the same.

[H] Capella Zen holds no responsibility on charges levied by the service provider in respect of internet data use and charges incurred by the Expert/service provider or institution for the use of the application through the internet. The same shall be the responsibility of the service provider and Capella Zen shall not be responsible for any grievance relating to the service as provided by the service provider.

6. CLASSIFYING ALGORITHM
Capella Zen has designed the ranking algorithm in the best interest of the End-User and may adjust the ranking from time to time to improve the quality of the results given to the patients. It is a pure merit driven, proprietary ranking algorithm which cannot be altered for specific Experts. Capella Zen shall not be liable for any effect on the Expert’s business interests due to the rank of the expert in the Classifying Algorithm

7. INDEPENDENT SERVICES
Your use of each Service confers upon you only the rights and obligations relating to such Service, and not to any other service that may be provided by Capella Zen.

8. RESERVED RIGHTS OF CAPELLA ZEN
Capella Zen reserves the rights to display sponsored content on the Application. These contents would be marked as “Sponsored Listings”. Without prejudice to the status of other content, Capella Zen will not be liable for the accuracy of information or the claims made in the Sponsored Listings. Capella Zen does not encourage the Experts to visit the Sponsored Listings page or to avail any services from them. Capella Zen will not be liable for the services of the providers of the Sponsored Listings. You represent and warrant that you will use these Services in accordance with applicable law. Any contravention of applicable law as a result of your use of these Services is your sole responsibility, and Capella Zen accepts no liability for the same.

9. TERMS OF CONSULTATION AND FEE PAYMENT
[A] Capella Zen enables Experts to connect with the Users by responding to the related queries posted by them on the website CapellaZen.com

[B] The User may post queries which will be only sent to the Expert that the User has chosen.

[C] Expert agrees that, when providing any written response to a subscriber’s query that constitutes a performance of his/her services, the Expert shall not post language that may be considered abusive, objectionable or demeaning to the Subscriber or in general.

[D] In the event, the Expert indicates as part of his response the pre-consultation fee payable for the advice solicited through the private query Capella Zen reserves the right to revise the fee terms at any time at their discretion. The Expert’s continued use of the services constitute his/her consent to such revision.

[E] Expert hereby agrees that it shall use the website for the purpose specified in these Terms of Use and shall not use the website for any unauthorized and unlawful purpose, including impersonating another person.

[G] Expert hereby represents and warrants that he/she

i. is qualified to provide the services within the territory of India;

ii. has obtained all licenses as required by law to provide services and has not committed any act or omission that might prejudice its continuance or renewal; and

iii. has provided Capella Zen true, accurate, complete and up to date details about their qualification and credentials.

[H] Expert agrees that he/she shall at all times abide by the applicable laws.

[I] Experts shall promptly renew their licenses required to provide necessary services within their qualified domain and notify Capella Zen about the same

[J] Capella Zen reserves the right to terminate any account of the Expert in case:

i. the Expert breaches any terms and conditions of this terms of use or privacy policy or applicable laws;

ii. Capella Zen is unable to verify or authenticate any information provided to it by a Expert; or

iii. Capella Zen in its sole and absolute discretion believes that actions of the Expert may cause legal liability for Capella Zen or other Users and / or may adversely affect the services rendered by Capella Zen

[K] Expert hereby agrees that, for any subscriber that contacts the Expert using Capellazen.com only he/she shall be allowed to perform the services for the subscriber and that the Expert may under no circumstances be permitted to transfer the performance of Expert’s Services to any other person, whether under their supervision or not. The Expert accepts all responsibility and liability for the use of Capellazen.com, including the performance of its services, by any other party claiming to be the Expert and hereby agrees to indemnify Capella Zen against any claim or loss that may be faced by Capella Zen consequent to such use.

[L] Expert hereby agrees to hold in strictest confidence all information provided by a subscriber to him/her under all circumstances. Expert agrees that he/she shall not disclose any information or documentation provided by a subscriber to any other person, nor shall he/she allow, by act or omission, such information or documentation to be acquired by any other person.

[M] Expert agrees to render his/her services and fulfil their obligations towards their subscribers using their best efforts, skill and ability.

[N] Expert agrees and understands that some or all of his/her information may be made available to the general public through the Capellazen.com or otherwise by the Capella Zen and that he/she has no objection to the same

[O] Expert hereby agrees to assign to Capella Zen in perpetuity all intellectual property rights residing in the responses and blogs provided by him/her for use by Capella Zen worldwide.

[P] Any communication sent by or through CapellaZen.com to the Expert is based solely on information uploaded by the Expert/ subscriber. Capella Zen shall not be responsible for the incompleteness or inaccuracy such information, including if as a result of such inaccuracy, a communication is sent to an unintended recipient.

[Q] Expert shall be liable to indemnify and hold Capella Zen harmless from and against all actions, claims, damages, losses and expenses, including court costs and reasonable attorneys’ fees, arising out of or resulting from any breach, default, contravention, non-observance, non-performance, improper performance of any of its obligations or the terms, conditions, covenants and provisions contained in this Terms of Use.

[R] Capella Zen shall not be held responsible for any act, including but not limited to, loss of data, unavailability or service and/ or user discomfort which might follow on account of maintenance of Application, upgradation of the Application, viruses and hacking attacks or any act which might occur by Force Majeure.

10. RIGHTS AND OBLIGATIONS RELATING TO CONTENT

[A] As mandated by extant laws, rules, regulations In India, hereby informs Experts that they are not permitted to host, display, upload, modify, publish, transmit, update or share any information that:

i. belongs to another person and to which the Expert does not have any right to;

ii. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

iii. harm minors in any way;

iv. infringes any patent, trademark, copyright or other proprietary rights;

iv. violates any law for the time being in force;

v. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

vi. impersonate another person;

vii. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

viii. threatens 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 cognisable offence or prevents investigation of any offence or is insulting any other nation.

[B] Experts are also prohibited from:

i. violating or attempting to violate the integrity or security of the Application or any Capella Zen’s Content;

ii. transmitting any information (including job posts, messages and hyperlinks) on or through the Application that is disruptive or competitive to the provision of Services by Capella Zen

iii. intentionally submitting on the Application any incomplete, false or inaccurate information;

iv. making any unsolicited communications to other Experts;

v. using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars or intelligent agents) to navigate or search the Application;

vi. attempting to decipher, decompile, disassemble or reverse engineer any part of the Application;

vii. copying or duplicating in any manner any of the Content or other information available from the Application;

viii. framing or hot linking or deep linking any Content.

ix. Sending any communication that can be classified as ‘spam’ defined as under, including but not limited to:
• a. Irrelevant or unsolicited messages sent over the Internet, typically to large numbers of users, for the purposes of advertising, phishing, spreading malware, etc.
  b. Unwanted or intrusive advertising on the Application:
  c. send the same or similar message indiscriminately
  d. any content that is reported as spam by it’s receiver

[C] Capella Zen , upon obtaining knowledge by itself or been brought to actual knowledge by an affected person in writing or through email signed with electronic signature about any such information (as mentioned above) generated by Expert, or on being notified by the appropriate Government or its agency that the Application is being used by the Expert to commit any unlawful act and/or is being used in violation Capella Zen above, shall be entitled to remove or disable access to the material or information that is in contravention of this Paragraph. Capella Zen is entitled to act, as required by the Laws prevalent within India, within thirty six hours of obtaining such knowledge and, where applicable, work with Patients to disable such information that is in contravention of applicable law. Capella Zen shall also be entitled to preserve such information and associated records for at least 90 (ninety) days for production to governmental authorities for investigation purposes. Further, Capella Zen , at it’s own discretion, upon it’s own knowledge or intimated by a third party may block / disable, prevent usage of certain services provided under the application mentioned in this agreement.

[D] In case of non-compliance with any applicable laws, rules or regulations, or the Agreement (including the Privacy Policy) by a Expert , Capella Zen has the right to immediately terminate the access or usage rights of the User to the Application and Services and to remove non-compliant information from the Application.

[E] Capella Zen may disclose or transfer Expert-generated information to its affiliates or governmental authorities in such manner as permitted or required by applicable law, and you hereby consent to such transfer. Capella Zen will comply with any duly-issued government or court directions to disable access to the Expert generated information, should it be found to be illegal by a competent governmental authority. Capella Zen may use the content as and when required for debugging or rectifying the application or resolve any issues.

[ F] Return of Expert’s Data: Upon request by an Expert made within 30 (thirty) days after the effective date of termination of a Subscription Services subscription due to non­payment, Capella Zen will make available to the Expert for download a copy of such Expert’s data in pdf format or any other format as determined by Capella Zen . After such 30 (thirty) days period, Capella Zen shall have no obligation to maintain or provide any of such Expert’s data and shall thereafter, unless legally prohibited, delete all Expert’s data in its systems or otherwise in its possession or under its control. In cases where Expert terminates the subscription voluntarily, it will be the sole responsibility of the Expert to make a copy of their data before terminating the subscription ­ Expert’s data will not be available after termination of subscription in such cases.

11. TERMINATION
[A] Capella Zen reserves the right to suspend or terminate a Expert’s access to the Application and the Services with or without notice and to exercise any other remedy available under law, in cases where,
i. Such Expert breaches any terms and conditions of the Agreement;
ii. A third party reports violation of any of its right as a result of your use of the Services
iii. Capella Zen is unable to verify or authenticate any information provided to Capella Zen by a Expert;
iv. Capella Zen has reasonable grounds for suspecting any illegal, fraudulent or abusive activity on part of such Expert; or
v. Capella Zen believes in its sole discretion that Expert’s actions may cause legal liability for such Expert, other Experts or for Capella Zen or are contrary to the interests of the Application.

[B] Once temporarily suspended, indefinitely suspended or terminated, the Expert may not continue to use the Application under the same account, a different account or re-register under a new account. On termination of an account due to the reasons mentioned herein, such Expert shall no longer have access to data, messages, files and other material kept on the Application by such Expert. The Expert shall ensure that he/she/it has continuous backup of any blogs/ query resolution services the Expert has rendered in order to comply with the Expert’s record keeping process and practices.

[C ] Upon termination all obligations of and upon the Expert mentioned in this agreement will continue and survive termination.

12 LIMITATION OF LIABILITY
In no event, including but not limited to negligence, shall Capella Zen, or any of its directors, officers, employees, agents or content or service providers (collectively, the “Protected Entities”) be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Application or the content, materials and functions related thereto, the Services, Expert’s provision of information via the Application, lost business or lost End-Users, even if such Protected Entity has been advised of the possibility of such damages. In no event shall the Protected Entities be liable for:

i. provision of or failure to provide all or any service by Experts to End- Users contacted or managed through the Application;

ii. any content posted, transmitted, exchanged or received by or on behalf of any subscriber or other person on or through the Application;

iii. any unauthorized access to or alteration of your transmissions or data; or

iv. any other matter relating to the Application or the Service.

In no event shall the total aggregate liability of the Protected Entities to a Expert for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from this Agreement or a Expert’s use of the Application or the Services exceed, in the aggregate Rs. 1000/- (Rupees One Thousand Only).

13. INDEMNITY
Expert agrees to indemnify and hold harmless Capella Zen, its , officers, directors, employees, consultants, licensors, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from Expert’s access to or use of Service, violation of this Agreement, or infringement, or infringement by any other Expert of his/her/its account, of any intellectual property or other right of any person or entity. Capella Zen will notify you promptly of any such claim, loss, liability, or demand, and in addition to your foregoing obligations, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

14. APPLICABLE LAW AND DISPUTE SETTLEMENT

[A] You agree that this Agreement and any contractual obligation between Capella Zen and Expert will be governed by the laws of India.

[B] Any dispute, claim or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, or your use of the Application or the Services or information to which it gives access, shall be determined by arbitration in India, before a sole arbitrator appointed by Capella Zen. Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. The seat of such arbitration shall be Mumbai. All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language. The award shall be final and binding on the parties to the dispute.

[C ] Subject to the above Paragraph the courts at Mumbai shall have exclusive jurisdiction over any disputes arising out of or in relation to this Agreement, your use of the Application or the Services or the information to which it gives access.

15. CONTACT INFORMATION REDRESSAL OFFICER

[A] If a Expert has any questions concerning Capella Zen, the Application, this Agreement, the Services, or anything related to any of the foregoing, Capella Zen customer support can be reached at the following email address support@CapellaZen.com or via the contact information available from the following link: www.Capellazen.com

[B] In accordance with the Information Technology Act, 2000, and the rules made there under, if you have any grievance with respect to the Application or the service, including any discrepancies and grievances with respect to processing of information, you can contact our Grievance Officer at:
Name: CapellaZen
Address: B1, Pooja Apartment, V. R. Bhide Marg, Dadar West, Mumbai 400 028
E-mail: support@capellaZen.com

16. SEVERABILITY
If any provision of the Agreement is held by a court of competent jurisdiction or arbitral tribunal to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided however that, in such event, the Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction or arbitral tribunal.

17. WAIVER
No provision of this Agreement shall be deemed to be waived and no breach excused, unless such waiver or consent shall be in writing and signed by Capella Zen. Any consent by Capella Zen to, or a waiver by Capella Zen of any breach by you, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

Schedule-1Description of the Application
Capella Zen is a e-platform to

1. promote Community building of professional women to engage, evolve in areas of personal finance, Career Management , Legal Rights and Wellbeing

2. enroll Experts in their respective fields

3. Provide knowledge on above four areas by publishing blogs written by Experts

4. Provide opportunity for subscribers to make an appointment with Experts

5. Experts can choose to promote their business on CapellaZen application by way of advertisement by paying appropriate fees.