Terms & Conditions
These Terms & Conditions (“Terms”) govern access to or use of software, dashboards, onboarding environments, demos, pilots, downloadable agents, integrations, widgets, telemetry channels, sandbox or production workspaces made available via diabrainai.com under the DiaBrain brand (“Services”). They form a legally binding agreement between you (individually and on behalf of any organisation whose authority you lawfully wield) (“you,” “your”) and DiabWellness Private Limited, a company incorporated under the laws of India (“DiabWellness,” “we,” “us,” “our”). DiaBrain is a trade name DiabWellness uses for those Services.
You represent that you have the legal capacity, professional licensing (where applicable) and authority to enter into these Terms. If you accept on behalf of an organisation, you represent that you bind that organisation. Your use of the Services (including creating an account, activating a trial or paying for a plan) constitutes acceptance. If a signed master services agreement (“MSA”) or statement of work conflicts with these Terms, the MSA prevails to the extent of the conflict, followed by any data processing exhibit, then these Terms, then product documentation.
Our Privacy Policy, offered by DiabWellness in connection with diabrainai.com, is incorporated including contact email support@diabrainai.com.
Registered office (India): 9, Ramasami Kovil West Street, Kumbakonam - 612001.
CIN: U72900TN2022PTC150555
1. Eligibility and acceptable use
You must use the Services in compliance with applicable law, professional ethics, hospital or clinic policies and any contract you have with patients or payers. Without limitation, you must not: circumvent access controls or usage limits; share accounts or credentials except as permitted under your subscription; upload unlawful content or data you are not authorised to use; probe or attack our systems except through an approved vulnerability disclosure process; reverse engineer our software except where mandatory law allows; use the Services to build a competing product using our confidential information; interfere with other users or the integrity of the Services; or use the Services for any purpose that is fraudulent, deceptive or harmful.
2. Clinical decision support—not medical advice
The Services provide clinical decision support only. Outputs are informational and must not be relied upon as sole or definitive medical advice, diagnosis or treatment. You remain solely responsible for examining the patient, interpreting all clinical data, exercising professional judgment and for all prescribing, monitoring and follow-up decisions. Machine learning and statistical models can be incomplete, outdated or biased by training data; recommendations may not reflect every patient’s circumstances or rare conditions or drug interactions.
Emergencies: Do not rely on the Services in an emergency; use appropriate emergency services and facilities. Documentation: You must maintain complete and accurate medical records according to your jurisdiction’s requirements.
3. Licence to use the Services
Subject to payment (if applicable) and your ongoing compliance with these Terms, DiabWellness grants you a limited, revocable, non-exclusive, non-transferable licence (except as approved in writing for corporate affiliates under your enterprise agreement) to access and use the Services for your internal professional purposes during your subscription or trial.
- You may not copy, modify or create derivative works of our software except as permitted by law.
- You may not remove proprietary notices.
- You may not resell or sublicense the Services except under a separate reseller agreement.
- Open-source components, if any, are governed by their applicable licences.
4. Accounts and credentials
You must provide accurate registration information and keep passwords and SSO credentials confidential. Administrators may impersonate authorised user accounts solely for audited support or compliance where permitted under your organisational policy.
5. Fees, billing, credits and refunds
Fees are as stated at checkout or in your order unless otherwise agreed. Applicable taxes (such as GST or VAT) are additional unless exemptions apply. Paid plans may consume credits per analysed case or comparable unit as described in product documentation; usage records prevail unless you dispute them within thirty days.
Digital services are deemed delivered upon activation. Except where mandatory law requires otherwise, refunds are discretionary or as stated on your invoice. Fraudulent chargebacks may result in suspension of access.
6. Availability and changes
We strive to operate the Services reliably but do not guarantee uninterrupted or error-free operation. Scheduled maintenance, security updates, outages of third-party infrastructure and events beyond our reasonable control may affect availability. Specific uptime or support commitments apply only where set out in a paid SLA or enterprise order.
We may modify, suspend or discontinue features with reasonable notice where practicable. If a change materially reduces functionality of a paid plan, your sole remedy may be termination of that plan for a prorated refund if stated in your order form.
7. Your content and lawful use of data
You are responsible for the legality, quality and relevance of patient or clinical information you submit. You confirm that you have the rights and, where required, patient or institutional consent to upload data for decision support. On termination we may delete or retain data according to our Privacy Policy, your MSA retention schedule and mandatory law.
8. Publications and benchmarking
You may cite the Services fairly and accurately in academic or clinical communications. Comparative performance claims referencing DiaBrain or diabrainai.com should use transparent, reproducible methods. You must not imply regulatory clearance or endorsement that does not exist in your jurisdiction without appropriate substantiation.
9. Feedback
If you provide suggestions or feedback about the Services, you grant DiabWellness a perpetual, irrevocable, worldwide, royalty-free licence to use them to improve the Services without obligation to you, except where prohibited by mandatory law regarding moral rights.
10. Third-party services
Optional integrations may link you to tools operated by third parties. Their terms and privacy notices govern those tools. DiabWellness does not warrant third-party availability or behaviour.
11. Confidential information
Each party will protect non-public information received from the other using reasonable safeguards, for as long as it remains confidential. Exceptions include information independently developed, publicly available without breach or required to be disclosed by law.
12. Disclaimer of warranties
To the fullest extent permitted by law, the Services are provided “as is” and “as available.” DiabWellness disclaims all warranties whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability or that the Services will meet your requirements or be secure or error-free.
13. Limitation of liability
To the maximum extent permitted by law:
- In no event will DiabWellness be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, data or opportunities, even if advised of their possibility.
- DiabWellness’s aggregate liability arising out of or relating to these Terms or the Services in any twelve‑month period is limited to the greater of (a) the fees you paid DiabWellness for the Services giving rise to the claim during that period, or (b) if you use a free tier or trial only, ₹5,000 INR.
These limits do not apply where prohibited by applicable law—for example gross negligence or wilful misconduct, death or personal injury caused by DiabWellness’s proven negligence where such limitation is unlawful, or other categories that cannot be restricted by mandatory consumer or medical-device rules in your jurisdiction. You acknowledge that malpractice, patient harm and regulatory exposure relating to clinical decisions remain solely your responsibility.
14. Indemnification
You will defend, indemnify and hold harmless DiabWellness and its directors, officers, employees and contractors from claims, damages, losses and costs (including reasonable attorneys’ fees) arising out of your use of the Services, your breach of these Terms or applicable law, your clinical decisions or treatment of patients, or data you submit in violation of rights of third parties. DiabWellness may assume exclusive defence at its expense where it elects.
15. Intellectual property
DiabWellness and its licensors retain all intellectual property rights in and to the Services (including DiaBrain branding), documentation, logos and underlying technology. Feedback you provide may be incorporated into the Services pursuant to Section 9. Claims of copyright infringement directed at content on our hosted Services may be sent to support@diabrainai.com with the information reasonably required under applicable notice-and-takedown frameworks.
16. Suspension and termination
We may suspend or limit access immediately if required for security or legal reasons, if you materially breach these Terms after notice and a cure period where reasonable, or for non-payment. Either party may terminate a subscription at the end of the current billing period as stated in your order. Provisions intended to survive (including disclaimers, limitations of liability applicable by law and Sections 14–15 claims pending at termination, where allowable) survive termination.
17. Governing law and disputes
Unless otherwise stated in your MSA, these Terms are governed by the laws of India. Subject to mandatory local rules, courts in Chennai, Tamil Nadu, India, shall have non-exclusive jurisdiction.
Before initiating court proceedings (except for urgent equitable relief), the parties will attempt in good faith for thirty days to resolve disputes through escalation to operational or commercial contacts nominated by email.
18. Export control and sanctions
You will comply with applicable export control laws, sanctions lists and embargo restrictions. You may not permit access by restricted persons or jurisdictions if prohibited.
19. Regulatory classification
In some jurisdictions clinical decision-support software may be regulated as medical device software or analogous categories. Statements on diabrainai.com are not a substitute for legal or regulatory classification in your jurisdiction. You are responsible for any registration, conformity or labelling requirements that apply on your deployment.
20. Force majeure
Neither party is liable for delays or failures due to causes beyond reasonable control, including acts of nature, war, terrorism, riot, epidemic, telecommunications or power outages, government actions or major cloud provider disruptions, provided reasonable efforts are used to minimise impact.
21. Assignment
DiabWellness may assign these Terms as part of a merger, reorganisation or sale of assets without your consent, provided your rights are substantially preserved. You may not assign your rights except with our prior consent, except that you may assign to an affiliated entity undergoing reorganisation upon written notice.
22. No agency
The parties are independent contractors. Nothing herein creates an agency, partnership or joint venture.
23. Severability and waiver
If a provision is invalid or unenforceable, the remainder remains in effect to the fullest extent permitted. Failure to enforce a provision is not a waiver unless agreed in writing.
24. Entire agreement and changes
These Terms together with the Privacy Policy and any order form or MSA you sign constitute the entire agreement on their subject matter. DiabWellness may update these Terms by posting a revised version and updating the “Last updated” date. Continued use after notice may constitute acceptance; if you materially object, you must stop using the Services and cancel your subscription where applicable.
25. Contact and notices
General inquiries and contractual notices relating to these Terms should be emailed on behalf of DiabWellness Private Limited to support@diabrainai.com. DiabWellness may provide operational notices electronically (including via the Services). Formal written notices directed to the company where required may be served at its registered office: 9, Ramasami Kovil West Street, Kumbakonam - 612001, India (CIN: U72900TN2022PTC150555).