1. Acceptance of Terms
By accessing or using the website at www.dritiva.com ("Website") or by engaging Dritiva's services, you ("User", "Client", or "you") agree to be bound by these Terms and Conditions ("Terms") and our Privacy Policy, which is incorporated herein by reference.
If you are accessing the Website or services on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not use our Website or services.
Please read these Terms carefully before using our services. Engagement of Dritiva's services under any Statement of Work, Master Service Agreement, or equivalent commercial agreement constitutes acceptance of these Terms to the extent not superseded by that agreement.
2. Definitions
- "Dritiva" means Dritiva, its founders, employees, contractors, and agents.
- "Client" means any business or organisation that engages Dritiva for services under a commercial agreement.
- "Annotator" / "Expert" means a clinician, patient, caregiver, researcher, or regulatory professional engaged by Dritiva to provide human feedback, annotation, or evaluation services.
- "Services" means all human feedback, RLHF data generation, medical annotation, red-teaming, model evaluation, patient panel, and clinical research support services provided by Dritiva.
- "Deliverables" means the data, reports, annotations, preference pairs, benchmarks, and other outputs produced through the Services.
- "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Services.
- "Work Product" means all Deliverables created by Annotators or Dritiva staff in the course of providing Services to a Client.
3. Use of Website
3.1 Permitted Use
You may use our Website for lawful purposes related to learning about and engaging Dritiva's services. You agree not to:
- Use the Website in any manner that violates applicable local, national, or international law or regulation.
- Transmit any unsolicited commercial communications ("spam").
- Attempt to gain unauthorised access to any part of the Website or its related systems.
- Introduce viruses, trojans, worms, or other malicious or technologically harmful material.
- Scrape, crawl, or harvest data from the Website without our prior written consent.
- Reproduce, duplicate, copy, or re-sell any part of the Website in contravention of these Terms.
3.2 Availability
We do not guarantee that our Website will always be available or uninterrupted. We reserve the right to suspend, withdraw, or restrict access to all or any part of the Website at any time for business or operational reasons without notice.
4. Services
The specific scope, deliverables, timelines, and fees for each engagement are set out in a separate Statement of Work (SOW) or Master Service Agreement (MSA) executed between Dritiva and the Client. These Terms apply to all such engagements and are incorporated into every SOW/MSA unless expressly excluded in writing.
Dritiva reserves the right to:
- Select, assign, and substitute Annotators at its discretion to ensure quality and availability.
- Decline or discontinue any project that conflicts with ethical guidelines, legal requirements, or Dritiva's internal policies.
- Modify service specifications where required by regulatory changes or operational necessity, with reasonable notice to the Client.
No Guarantee of Outcomes: Dritiva provides human feedback and evaluation data as inputs to AI development. We do not guarantee that use of our Deliverables will result in any specific model performance, regulatory approval, or commercial outcome for the Client's AI products.
5. Client Obligations
Clients engaging Dritiva's services agree to:
- Provide accurate, complete, and timely information about the AI task, model type, specialty requirements, and intended use of Deliverables.
- Use Deliverables only for the purposes disclosed at the time of engagement.
- Not use Deliverables in a manner that violates applicable law, including healthcare privacy laws (HIPAA, GDPR, DPDP Act) or AI safety regulations.
- Execute any required Data Processing Agreement (DPA), Business Associate Agreement (BAA), or NDA before data collection begins.
- Ensure that their AI products and use of Deliverables comply with applicable regulatory frameworks, including FDA AI/ML SaMD guidance where applicable.
- Not reverse-engineer, re-identify, or attempt to attribute anonymised or pseudonymised Annotator or patient data.
- Pay all invoiced amounts within the agreed payment terms.
- Promptly notify Dritiva of any suspected data breach or misuse of Deliverables.
6. Annotator & Expert Obligations
All Annotators, clinical experts, and patient panel participants engaged by Dritiva must:
- Provide accurate credential and identity information and maintain the currency of such information.
- Execute and comply with all applicable NDAs, data agreements, and task-specific protocols prior to project participation.
- Complete all assigned calibration, training, and quality assurance requirements before active annotation.
- Provide honest, independent, and professionally grounded feedback — not feedback designed to game quality metrics.
- Disclose all potential conflicts of interest (COI) with the Client or subject matter before project commencement.
- Not disclose, reproduce, or share any Confidential Information, client data, or task details with any third party.
- Comply with applicable professional ethics standards for their discipline (e.g., GMC, MCI, AMA guidelines for physicians).
7. Intellectual Property
7.1 Ownership of Deliverables
Unless otherwise agreed in a signed SOW or MSA, upon full payment of all applicable fees, Dritiva assigns to the Client all right, title, and interest (including intellectual property rights) in and to the Deliverables produced specifically for that Client under the relevant engagement.
7.2 Dritiva's Background IP
Dritiva retains ownership of all pre-existing methodologies, frameworks, tools, processes, workflows, and know-how ("Background IP") used to deliver the Services. No assignment of Background IP occurs under these Terms or any SOW unless explicitly stated.
7.3 Website Content
All content on the Dritiva website — including text, graphics, logos, diagrams, and service descriptions — is the property of Dritiva and is protected by Indian and international copyright law. You may not reproduce, distribute, or create derivative works without our prior written consent.
7.4 Annotator Moral Rights
To the maximum extent permitted by law, Annotators waive any moral rights they may have in Work Product created in the course of their engagement with Dritiva.
8. Confidentiality & NDA
Both parties agree to maintain in strict confidence all Confidential Information disclosed by the other party and to use such information solely for the purposes of the engagement. Confidential Information shall not include information that:
- Is or becomes publicly available through no breach of these Terms;
- Was already known to the receiving party prior to disclosure;
- Is independently developed by the receiving party without use of Confidential Information; or
- Is required to be disclosed by law, court order, or regulatory authority (with prior notice to the disclosing party where legally permissible).
This obligation survives termination of any engagement for a period of five (5) years, or indefinitely for trade secrets and patient data.
9. Payment Terms
- Fees for Services are set out in the applicable SOW and are exclusive of applicable taxes (including GST, where applicable in India).
- Unless otherwise agreed, invoices are payable within 30 days of the invoice date.
- Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date.
- Dritiva reserves the right to suspend Services if invoices remain unpaid for more than 15 days beyond the due date.
- All payments must be made in the currency specified in the SOW. Bank transfer charges are the responsibility of the paying party.
- Disputed invoices must be raised in writing within 10 days of receipt. Undisputed portions remain payable on schedule.
10. Warranties & Representations
10.1 Dritiva Warrants That:
- It has the right and authority to enter into these Terms and provide the Services.
- The Services will be performed with reasonable skill, care, and in accordance with industry standards.
- Annotators are credential-verified and appropriately matched to the task specialty at the time of engagement.
- It maintains appropriate data protection practices as described in the Privacy Policy.
10.2 Client Warrants That:
- It has all necessary rights and licences to share any data or AI model outputs provided to Dritiva for annotation or evaluation.
- Its use of Deliverables will comply with all applicable laws, including healthcare regulations and AI governance frameworks.
- It will not use Deliverables in AI systems intended to deceive, harm, or discriminate against individuals.
10.3 Disclaimer of Other Warranties
Except as expressly stated, the Website and any information provided on it are offered "as is" without warranty of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.
11. Limitation of Liability
To the maximum extent permitted by applicable law: Dritiva's total aggregate liability to a Client for any and all claims arising out of or in connection with an engagement shall not exceed the total fees paid by that Client to Dritiva in the three (3) months immediately preceding the event giving rise to the claim.
Dritiva shall not be liable for:
- Indirect, consequential, incidental, special, or punitive damages;
- Loss of profits, revenue, business, data, or goodwill;
- Regulatory fines or penalties imposed on the Client for its own AI products or deployments;
- Any failure caused by events outside Dritiva's reasonable control (force majeure), including natural disasters, pandemics, government actions, or internet outages;
- Inaccuracies in AI outputs resulting from the Client's use of Deliverables beyond the agreed scope.
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under applicable law.
12. Indemnification
Each party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:
- Client indemnifies Dritiva against claims arising from: (a) the Client's use of Deliverables beyond the agreed scope; (b) the Client's AI products or services; (c) the Client's breach of these Terms or applicable law; (d) any third-party claim that the Client's data or AI model infringes any third-party intellectual property rights.
- Dritiva indemnifies Client against claims arising from: (a) Dritiva's gross negligence or wilful misconduct in providing Services; (b) Dritiva's breach of its confidentiality obligations; (c) infringement of third-party IP rights in Dritiva's Background IP.
13. Data Protection
Each party shall comply with all applicable data protection laws, including the DPDP Act 2023, GDPR, and HIPAA where applicable. Where Dritiva processes personal data on behalf of a Client, the parties shall enter into a Data Processing Agreement (DPA) that meets applicable legal requirements. The Dritiva Privacy Policy governs personal data collected through the Website.
In the event of a personal data breach affecting Client data, Dritiva shall notify the Client without undue delay and in any event within 72 hours of becoming aware of the breach (to the extent reasonably practicable), providing information necessary to allow the Client to meet its own notification obligations.
14. Healthcare Compliance
Dritiva's services are provided in support of AI development and are not a substitute for regulated clinical practice, medical advice, or regulatory submission by the Client. The following provisions apply to all healthcare-related engagements:
- Dritiva operates as a data services provider and does not itself constitute a healthcare provider, medical device manufacturer, or regulated clinical research organisation (CRO) under applicable law.
- Clients are solely responsible for ensuring their AI products comply with applicable medical device regulations (FDA 510(k)/De Novo/PMA, CE Mark, CDSCO MDR 2017, etc.) and that Deliverables are used appropriately within those regulatory frameworks.
- Where Dritiva supports activities that fall under ICH-GCP guidelines (e.g., patient panels used in clinical validation studies), Dritiva will comply with the applicable GCP standards as agreed in the SOW.
- Annotators engaged as clinical experts provide their feedback as domain professionals, not as treating physicians. Nothing in any Deliverable constitutes clinical advice or a medical opinion for any individual patient.
15. Term & Termination
15.1 Duration
These Terms apply from the date of first use of the Website or first engagement of Services and continue until terminated. Individual engagements are governed by the terms of the applicable SOW.
15.2 Termination for Convenience
Either party may terminate an engagement for convenience with 30 days' written notice. The Client shall pay for all Services rendered and reasonable costs incurred up to the termination date.
15.3 Termination for Cause
Either party may terminate immediately upon written notice if the other party: (a) commits a material breach that is not remedied within 15 days of written notice; (b) becomes insolvent, enters administration, or ceases to trade; or (c) engages in fraudulent or unlawful conduct.
15.4 Effect of Termination
On termination: (a) all outstanding payment obligations survive; (b) confidentiality obligations continue for the periods specified in Section 8; (c) each party shall promptly return or destroy the other's Confidential Information; (d) provisions intended to survive termination (IP ownership, indemnification, limitation of liability, governing law) remain in force.
16. Dispute Resolution & Governing Law
16.1 Governing Law
These Terms are governed by and construed in accordance with the laws of India, without regard to conflict of law principles.
16.2 Informal Resolution
Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by providing written notice describing the dispute. The parties shall have 30 days from such notice to attempt resolution.
16.3 Arbitration
If informal resolution fails, disputes shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (India), as amended. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties (or, failing agreement, appointed by the relevant court), and shall be conducted in English. The seat of arbitration shall be Mumbai, Maharashtra, India.
16.4 Jurisdiction for International Clients
For Clients based outside India, the parties may agree in writing in the relevant SOW to alternate governing law (e.g., English law for UK/EU clients, or Delaware law for US clients). Absent such written agreement, Indian law and arbitration in Mumbai applies.
16.5 Injunctive Relief
Notwithstanding the above, either party may seek interim injunctive or other equitable relief from a competent court to protect confidential information or intellectual property rights pending the outcome of arbitration.
17. Miscellaneous
- Entire Agreement: These Terms, together with the Privacy Policy and any executed SOW/MSA, constitute the entire agreement between the parties with respect to the subject matter, superseding all prior negotiations and understandings.
- Amendments: We may update these Terms from time to time. The current version is always available at www.dritiva.com/terms.html. Continued use of the Website or Services after any update constitutes acceptance. For existing engagements, material changes require written agreement from both parties.
- Severability: If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
- Waiver: Failure by either party to enforce any right under these Terms shall not constitute a waiver of that right.
- Force Majeure: Neither party shall be liable for failure to perform obligations (other than payment obligations) due to circumstances beyond reasonable control, including acts of God, pandemic, war, government action, or widespread internet outage, provided the affected party promptly notifies the other and takes reasonable steps to mitigate impact.
- Assignment: Neither party may assign these Terms or any engagement without the prior written consent of the other, except Dritiva may assign to a successor entity in the context of a merger, acquisition, or corporate restructuring.
- Notices: Formal notices under these Terms must be in writing and sent by email (with read receipt or written acknowledgment) or registered post to the addresses specified in the applicable SOW.
- No Partnership or Agency: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.