Terms & Conditions of Service

1.1 Parties to This Agreement

These Terms and Conditions of Service ("Terms") constitute a legally binding agreement between Mediziner Healthcare Technology Private Limited, a company incorporated and registered under the Companies Act, 2013, under the laws of India, having its registered office at [Registered Address] ("Mediziner", "we", "us", or "our"), and the entity or individual accessing or using the Mediziner platform ("Customer", "you", or "your"). These Terms govern access to and use of the Mediziner platform, all associated Services, APIs, and Documentation.

1.2 Acceptance

You accept and agree to be bound by these Terms in their entirety by doing any of the following:

• completing and submitting an online or assisted registration form;
• clicking a button or checkbox indicating acceptance (including "I Agree", "Accept", "Get Started", or similar);
• accessing, logging into, or using the platform or any part thereof; or
• executing an order form, commercial agreement, or invoice that references these Terms.

If you are accepting these Terms on behalf of a clinic, healthcare organization, company, partnership, or any other legal entity, you represent and warrant that you have the requisite legal authority to bind that entity to these Terms, and all references to "you" or "your" in these Terms shall refer to that entity. If you lack such authority, you must not accept these Terms or use the platform.

1.3 Age and Eligibility

By accepting these Terms, you represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into a binding contract under the laws of India. If you are accepting on behalf of an organization, you further represent that the organization is validly constituted and in good standing under applicable law.

1.4 Electronic Acceptance and Signature

The parties acknowledge and agree that acceptance of these Terms through electronic means, including by clicking an acceptance button, checking a box, or using the platform after these Terms have been presented to you, constitutes a valid and binding electronic signature and record of acceptance under the Information Technology Act, 2000, and the rules made thereunder. Such electronic acceptance shall have the same legal force and effect as a handwritten signature.

1.5 Entire Agreement

These Terms, together with Mediziner's Privacy Policy, Cookie Policy, Refund Policy, and any additional policies, supplemental terms, or order confirmations issued or referenced by Mediziner from time to time (collectively, the "Agreement Documents"), constitute the entire agreement between the parties with respect to the subject matter hereof. In the event of any inconsistency between these Terms and any order form or commercial agreement separately executed by the parties, the order form or commercial agreement shall prevail to the extent of the inconsistency.

In these Terms, the following expressions shall have the meanings set out below. Defined terms appear in title case throughout the document. Terms defined in the singular include the plural and vice versa.

“Account”

means the registered account created by or on behalf of a Customer on the Mediziner platform, through which the Customer and its Authorized Users access and use the Services.

“Affiliate”

means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the beneficial ownership of more than fifty percent (50%) of the voting securities or similar interests of such entity or the power to direct or cause the direction of the management and policies of such entity.

“API”

means an application programming interface made available by Mediziner that enables authorized third-party systems or Customer-owned applications to interact programmatically with designated features of the platform.

“API Credentials”

means any API keys, tokens, secrets, client identifiers, or other authentication credentials issued by Mediziner to a Customer for authorized access to Mediziner APIs.

“Authorized User”

means any individual granted access to the platform under a Customer's Account by the Root User, including but not limited to doctors, medical practitioners, receptionists, pharmacists, laboratory staff, and administrative personnel. Each Authorized User accesses the platform subject to the role and permissions assigned to them by the Root User.

“Business Day”

means a day (other than a Saturday, Sunday, or a gazetted public holiday) on which commercial banks are open for business in Kochi, Kerala, India.

“Confidential Information”

means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, whether disclosed in writing, verbally, electronically, or by any other means, that is designated as confidential or that reasonably ought to be understood as confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, technical and business information, pricing, Customer Data, patient records, trade secrets, and the terms of this Agreement. Confidential Information does not include information that falls within the exceptions set out in Section 20.

“Customer”

means any clinic, healthcare organization, clinic owner, root administrator, individual practitioner, or other authorized entity or person that has subscribed to or is authorized to access the Mediziner platform.

“Customer Data”

means all data, records, files, information, and content of any kind submitted to, entered into, generated within, uploaded to, or otherwise processed through the platform by the Customer or any of its Authorized Users, including Patient Data and any personal data relating to Authorized Users. For the avoidance of doubt, Customer Data does not include Usage Analytics.

“Documentation”

means all user guides, technical manuals, help articles, API reference materials, integration guides, and other technical or operational documentation made available by Mediziner to Customers in connection with the platform, as updated from time to time.

“Effective Date”

means the earlier of: (a) the date on which the Customer first accepts these Terms in accordance with Section 1.2; or (b) the date on which the Customer first accesses or uses any part of the platform.

“Force Majeure Event”

has the meaning ascribed to it in Section 21.

“Intellectual Property Rights”

means all patents, utility models, registered and unregistered designs, copyrights, database rights, rights in circuit layouts, trade marks, service marks, trade names, domain names, rights in get-up, goodwill, trade secrets, know-how, and all other intellectual property and proprietary rights of any nature, whether registered or unregistered, and including all applications and rights to apply for registration of any of the foregoing, existing anywhere in the world.

“Open Source Software”

means any software or library made available under an open-source licence approved by the Open Source Initiative (OSI) or a substantially similar licence that permits use, modification, and redistribution, including but not limited to licences such as the MIT Licence, Apache Licence 2.0, GNU General Public Licence (GPL), and GNU Lesser General Public Licence (LGPL).

“Patient Data”

means personal, demographic, and medical or health-related information pertaining to patients of a Customer's clinic or healthcare organization that is entered into, stored within, or generated by the platform in connection with clinical operations, including appointment records, prescriptions, electronic medical records, diagnoses recorded by Authorized Users, billing records, and contact information. For the avoidance of doubt, Patient Data constitutes Sensitive Personal Data under applicable Indian law.

“Platform”

means the Mediziner cloud-based Software-as-a-Service application, including all associated software, APIs, databases, interfaces, infrastructure, modules, and functionality made available by Mediziner under these Terms, as updated or modified from time to time.

“Root User”

means the primary administrative account holder representing the Customer, who has full administrative control over the Customer's Account, including the ability to create, manage, configure, and deactivate Authorized User accounts and to adjust role permissions.

“Sensitive Personal Data”

has the meaning assigned to it under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and, upon their commencement, under the Digital Personal Data Protection Act, 2023, and the rules made thereunder.

“Services”

means all features, functionalities, tools, integrations, APIs, and capabilities made available to the Customer through the platform, as described in these Terms and the Documentation, including any future features or services introduced by Mediziner subject to these Terms.

“Subscription”

means a Customer's paid or trial-period licence to access and use the platform and Services during a defined subscription term, subject to the payment obligations and conditions set out in these Terms and any applicable order confirmation.

“Subscription Fee”

means the subscription charges payable by a Customer to Mediziner for access to the platform and Services during a Subscription term, as specified in the applicable order confirmation, invoice, or pricing schedule communicated by Mediziner.

“Subscription Term”

means the period during which a Customer is licensed to use the platform under an active Subscription, commencing on the start date specified in the order confirmation or invoice and continuing until the Subscription is cancelled or terminated in accordance with these Terms.

“Third-Party Services”

means any external software, platforms, applications, services, or APIs provided by parties other than Mediziner that are integrated with, connected to, or otherwise used in conjunction with the Mediziner platform.

“Usage Analytics”

means anonymized and aggregated data derived from the technical operation of the platform, including performance metrics, feature utilization statistics, error rates, and system health data, from which no individual Customer or patient can be identified. Usage Analytics are owned by Mediziner and are excluded from the definition of Customer Data.

3.1 Nature of the Platform

Mediziner is a cloud-based Software-as-a-Service technology platform that enables clinics and healthcare organizations to manage administrative and operational workflows digitally. Mediziner is exclusively a technology provider. Mediziner is not a hospital, clinic, pharmacy, laboratory, diagnostic centre, healthcare provider, telemedicine provider, medical practitioner, or any form of regulated health service. Nothing in these Terms or on the platform shall be construed as Mediziner providing, recommending, endorsing, or facilitating any healthcare service.

3.2 Current Platform Features

As of the Effective Date, the Mediziner platform provides the following core operational features:

• Appointment Management: Scheduling, rescheduling, and management of patient appointments across one or more clinic locations.
• Patient Registration: Digital creation and management of patient profiles and records at the clinic level.
• Electronic Medical Records (EMR): Secure digital capture, structuring, and storage of patient medical records and clinical notes as entered by Authorized Users.
• Patient History: Access to longitudinal patient records and historical clinical data as previously recorded by Authorized Users of the Customer.
• Prescription Generation: Digital tools enabling registered doctors who are Authorized Users to create and manage electronic prescriptions within the platform.
• Prescription Sharing: Distribution of generated prescriptions to patients in the following formats: (a) PDF download; (b) email delivery; and (c) WhatsApp Business messaging, subject to the terms and availability of those Third-Party Services.
• Billing: Digital invoicing and billing management in respect of clinic services rendered by the Customer.
• Reporting and Analytics: Dashboard tools and pre-configured reports enabling clinic administrators to review operational metrics and clinical trends based on data entered by Authorized Users.
• User Management: Administrative tools for the Root User to create, configure, and manage Authorized User accounts within the Customer's organization.
• Multi-Clinic Management: Functionality enabling Customers to manage multiple clinic branches or locations under a single organizational Account.
• Audit Logs: Tamper-evident activity records capturing user actions within the platform to support governance, compliance monitoring, and security investigations.
• Role-Based Access Control (RBAC): A configurable permission management system enabling the Root User to assign and restrict access and functionality by user role.
• Cloud Storage: Secure, cloud-hosted storage for Customer Data uploaded to or generated within the platform.
• Appointment Booking API: An API enabling Customers to embed appointment booking functionality within their own clinic websites or digital properties, subject to the API terms in Section 13.

3.3 Services Expressly Not Provided

Mediziner does not currently provide and expressly disclaims any obligation or capacity to provide any of the following:

• medical advice, clinical recommendations, or second opinions of any nature;
• diagnosis of medical conditions, diseases, or symptoms;
• treatment recommendations, treatment protocols, or clinical pathway guidance;
• artificial intelligence-assisted clinical diagnosis, decision support, or risk scoring;
• telemedicine, teleconsultation, or video consultation services;
• pharmacy services, dispensing of medications, or pharmaceutical advice;
• laboratory testing, diagnostic imaging, or pathology services;
• insurance processing, insurance claims management, or health coverage verification;
• verification of the medical qualifications, registration, licensure, or fitness to practise of any doctor or healthcare professional using the platform; or
• any regulated healthcare or medical service of any kind.

The absence of any of the above does not limit Mediziner's right to introduce such services in the future, subject to applicable regulatory approvals and additional terms.

3.4 Future Services, Features, and Expansions

Mediziner is committed to ongoing product development and may, at its sole discretion and without any obligation to any Customer, introduce new features, modules, services, or integrations in the future. Anticipated future capabilities may include, without limitation:

• artificial intelligence tools and clinical AI assistance;
• voice transcription and ambient documentation;
• a dedicated patient portal and patient-facing mobile applications;
• telemedicine and teleconsultation functionality;
• laboratory and diagnostic integrations;
• pharmacy integrations;
• health insurance integrations;
• a marketplace for healthcare technology solutions;
• expanded APIs; and
• international language and localization support.

When future services are introduced, supplemental terms or policies applicable to those services will be published by Mediziner. Customers' continued use of the platform after any such introduction will be governed by these Terms as updated and any applicable supplemental terms. Separate policies governing Artificial Intelligence, Telemedicine, Mobile Applications, Marketplace functionality, Pharmacy integrations, Laboratory integrations, and Insurance integrations will be published by Mediziner prior to the activation of those services. Mediziner makes no representation as to the timeline for introducing any future service.

3.5 Beta and Experimental Features

Mediziner may, from time to time, make available features, modules, or integrations that are designated as "beta", "preview", "experimental", or "early access" (collectively, "Beta Features"). All Beta Features are provided strictly on an "AS IS" and "AS AVAILABLE" basis without any representation, warranty, or service commitment of any kind. Beta Features:

• may not be complete, fully functional, or free from defects;
• may be modified, suspended, or permanently discontinued at any time without prior notice;
• are expressly excluded from any service availability commitments or SLA arrangements; and
• may be subject to additional terms and conditions that Mediziner will communicate at the time of access.

Mediziner shall not be liable to any Customer for any loss, data corruption, service disruption, or other harm arising from the use of Beta Features. By using any Beta Feature, the Customer accepts these limitations.

3.6 Platform Modifications and Discontinuation

Mediziner reserves the right to modify, enhance, restructure, or discontinue any feature, module, or aspect of the platform at any time. Where a modification materially reduces the core functionality available under a Customer's active Subscription, Mediziner will endeavour to provide at least thirty (30) days' prior written notice. Minor changes, enhancements, bug fixes, and changes to Third-Party Service integrations that are outside Mediziner's control may be implemented without prior notice. Mediziner shall not be liable for any loss or inconvenience arising from platform modifications made in good faith.

4.1 Methods of Registration

Customers may establish an Account on the platform in one of two ways:

• Self-Registration: An authorized representative of the Customer completes the online registration process directly through the platform.
• Assisted Registration: Mediziner creates an Account on behalf of the Customer following execution of a commercial agreement, acceptance of an order form, or completion of an onboarding process.

Regardless of the registration method, acceptance of these Terms is a mandatory prerequisite to accessing the platform.

4.2 Eligibility and Authority to Register

By registering an Account or accepting these Terms, you represent, warrant, and undertake that:

• you are at least eighteen (18) years of age and have full legal capacity to enter into a binding agreement;
• you are registering on behalf of a validly constituted and lawfully operating clinic, healthcare organization, or business entity, or are an individual healthcare professional operating independently in compliance with applicable law;
• you have been duly authorized by the organization to enter into this Agreement on its behalf and to legally bind it to these Terms;
• all information provided during and after registration is, and will be kept, accurate, complete, and up to date; and
• your use of the platform will at all times comply with these Terms and all applicable laws.

Mediziner reserves the right to reject any registration application in its sole discretion, including where Mediziner has reasonable grounds to believe that the applicant is ineligible, that information provided is inaccurate, or that registration would be contrary to applicable law or Mediziner's policies.

4.3 Account Ownership

The Account belongs to the Customer organization that entered into this Agreement, not to any individual Authorized User. Where an Account has been created by an individual on behalf of an organization, the organization is and remains the Account owner. In the event of a dispute between individuals claiming ownership of an Account, Mediziner will have no obligation to adjudicate such disputes and may, at its discretion, require documentary proof of the right to control the Account before making any changes.

4.4 Transfer of Account Ownership

Account ownership may be transferred to another authorized representative of the same Customer organization upon submission of a written request by the current Root User to operations@medizinerhealthcare.com, accompanied by such verification documentation as Mediziner may reasonably require. Transfers of Account ownership to a different legal entity are not permitted without Mediziner's prior written consent and may require execution of a new agreement.

4.5 Root User Responsibilities

Each Customer Account is administered by the Root User, who holds primary administrative responsibility for the Account. The Root User is solely responsible for:

• creating, configuring, modifying, and deactivating Authorized User accounts within the Customer's organization;
• assigning appropriate roles and access permissions to each Authorized User through the RBAC system;
• ensuring that Authorized Users are appropriately trained in the use of the platform and are aware of their obligations under these Terms;
• maintaining the confidentiality and security of the Root User's login credentials;
• ensuring that the Customer's use of the platform complies with all applicable laws and professional standards; and
• promptly deactivating Authorized User accounts when those individuals no longer have a legitimate need to access the Customer's Account, including upon change of employment or role.

All actions taken by Authorized Users within the platform are attributed to and the responsibility of the Customer. Mediziner shall not be liable for any harm arising from the Root User's failure to manage Authorized User access appropriately.

4.6 Authorized User Roles

The Root User may create Authorized User accounts for personnel performing the following roles within the Customer's organization, subject to the permissions and access restrictions configured by the Root User:

• Doctors and Clinical Practitioners: Access to EMR, patient history, prescription generation, and appointment records.
• Receptionists and Front-Desk Staff: Access to appointment management, patient registration, and billing.
• Pharmacists (where applicable): Access to prescription records as configured by the Root User.
• Laboratory Staff (where applicable): Access to designated investigation records as configured by the Root User.
• Administrative and Management Personnel: Access to reporting, analytics, user management, and operational features as configured by the Root User.

Mediziner makes no representation as to what constitutes an appropriate role configuration for any particular clinic or healthcare organization. Role assignments are exclusively the responsibility of the Root User.

4.7 Account Security Obligations

The Customer is solely responsible for maintaining the security and confidentiality of all login credentials associated with its Account, including the credentials of all Authorized Users. The Customer must:

• ensure that each Authorized User has their own unique login credentials and that credentials are not shared between individuals;
• implement and enforce strong password policies in accordance with reasonable security standards;
• promptly revoke access for any Authorized User whose employment or association with the Customer's organization has ceased;
• log out of active sessions when accessing the platform on shared, public, or unmanaged devices;
• ensure that devices used to access the platform are adequately protected against unauthorized access; and
• immediately notify Mediziner at operations@medizinerhealthcare.com upon becoming aware of any actual or suspected unauthorized access to or use of the Account.

Mediziner will not be liable for any loss, damage, regulatory consequence, or other adverse outcome arising from the Customer's failure to maintain adequate Account security. Any activity that occurs under a Customer's Account credentials shall be attributed to and the responsibility of that Customer, regardless of whether such activity was authorized.

4.8 Account Recovery

In the event that a Customer loses access to the Root User account due to loss of credentials, departure of the registered Root User, or other circumstances, the Customer must submit a formal account recovery request to operations@medizinerhealthcare.com, together with documentary proof of identity and authority satisfactory to Mediziner. Mediziner will process account recovery requests within a reasonable time but does not guarantee recovery in all circumstances. Mediziner may impose verification requirements to prevent unauthorized account recovery attempts.

4.9 Inactive and Dormant Accounts

Where a Customer's Account has been inactive for a period of twelve (12) consecutive months or more following the expiry or cancellation of the applicable Subscription, Mediziner may, after providing not less than thirty (30) days' advance written notice, classify the Account as dormant and initiate the data deletion process described in Section 7.3. Mediziner shall not be liable for any consequences arising from the deactivation of a genuinely dormant account following the provision of such notice.

4.10 Patient Access

Patients of a Customer's clinic or healthcare organization do not currently have the ability to create independent Mediziner Accounts. Patients may receive prescriptions, appointment confirmations, and other communications generated by Authorized Users through the platform's prescription and notification sharing features. Such communications are generated by Authorized Users of the Customer, and Mediziner bears no responsibility for their content, accuracy, or clinical appropriateness. Any future introduction of a patient portal, patient Account functionality, or patient-facing mobile applications will be subject to separate terms and conditions applicable to patients.

5.1 Subscription Plans and Access

Access to the Mediziner platform and Services is provided on a Subscription basis. Each Subscription grants the Customer a limited, non-exclusive, non-transferable right to access and use the platform during the applicable Subscription Term, subject to the payment of all Subscription Fees and compliance with these Terms. The scope, pricing, user limits, storage limits, and feature access associated with each Subscription plan are as set out in the applicable order confirmation, invoice, or pricing schedule communicated by Mediziner.

5.2 Subscription Term and Renewal

The primary Subscription Term is annual, commencing on the start date stated in the order confirmation or first invoice. Unless a Customer provides written notice of cancellation in accordance with Section 7.1 at least fifteen (15) days before the end of the then-current Subscription Term, the Subscription will automatically renew for a further period equal to the original Subscription Term ("Auto-Renewal"), at Mediziner's then-current pricing for the applicable plan, unless alternative pricing has been separately agreed in writing.

Mediziner will endeavour to send a renewal reminder to the Customer's registered email address not less than thirty (30) days before the scheduled Auto-Renewal date. The Customer is responsible for monitoring its Subscription renewal dates regardless of whether a reminder is received. Failure to receive a renewal reminder shall not excuse non-payment of renewed Subscription Fees.

5.3 Trial Access

Trial access to the platform is available at Mediziner's sole discretion, exclusively for prospective Customers who have contacted Mediziner and received written confirmation of trial activation. Mediziner does not offer public self-service free trials. During any trial period:

• access is limited to the scope, duration, and features specified by Mediziner;
• trial access may be revoked or terminated by Mediziner at any time without prior notice or liability;
• all provisions of these Terms, including prohibitions on prohibited activities, data ownership terms, confidentiality obligations, and intellectual property protections, apply fully during the trial period;
• Mediziner makes no commitment regarding the availability, performance, or completeness of features during a trial; and
• data entered during a trial may not be automatically migrated or retained upon conversion to a paid Subscription, and the Customer is responsible for any necessary data migration.

Conversion of a trial to a paid Subscription is at the Customer's election and is subject to execution of an order or payment of the applicable Subscription Fee.

5.4 Payment Obligations

All Subscription Fees are due and payable in advance for the applicable Subscription Term. By subscribing to the platform, the Customer authorizes Mediziner and its payment processors to charge the applicable Subscription Fees to the payment method provided. Subscription Fees are non-refundable except as expressly provided in Section 6.4 of these Terms. The Customer's obligation to pay Subscription Fees is not contingent upon the Customer's actual use of the platform during the Subscription Term.

5.5 Payment Processing and Gateway

Payments are currently processed through Razorpay, a payment aggregator licensed by the Reserve Bank of India. The Customer's use of Razorpay's payment services is subject to Razorpay's terms of service, acceptable use policy, and privacy policy, which are separate from these Terms. Mediziner is not responsible for any errors, failures, delays, or security incidents arising from Razorpay's processing services. Mediziner reserves the right to introduce alternative or additional payment gateways at any time with reasonable notice to Customers. The Customer is responsible for maintaining up-to-date and valid payment method details to avoid interruption to their Subscription.

5.6 Taxes and GST

All Subscription Fees quoted by Mediziner are exclusive of applicable taxes unless expressly stated otherwise. The Customer is responsible for paying all applicable indirect and direct taxes, levies, and government charges arising from or in connection with the Subscription, including Goods and Services Tax (GST) at the rate applicable from time to time under Indian law. Mediziner will include applicable GST and other statutory taxes on all invoices as required by law. Where a Customer is entitled to claim an input tax credit or similar benefit in respect of GST paid, it is the Customer's sole responsibility to comply with the applicable procedural requirements to do so. Tax obligations in jurisdictions outside India are the sole responsibility of the Customer.

5.7 Late Payment

Where any amount due under these Terms remains unpaid for more than seven (7) days after the due date, Mediziner reserves the right to: (a) charge interest on the overdue amount at the rate of one and a half percent (1.5%) per month, compounded monthly, from the due date until the date of actual payment; and (b) suspend access to the platform in accordance with Section 15 until all outstanding amounts are paid in full. Mediziner's right to charge interest and to suspend access are in addition to and not in substitution for any other rights or remedies available to Mediziner under these Terms or applicable law.

5.8 Disputed Invoices

If the Customer disputes any invoiced amount in good faith, the Customer must: (a) pay all undisputed amounts by the due date; and (b) notify Mediziner in writing at operations@medizinerhealthcare.com within seven (7) days of the invoice date, specifying the disputed amount and the basis of the dispute. The parties will work in good faith to resolve billing disputes within fifteen (15) Business Days of the dispute notification. Failure to raise a billing dispute within the time limits specified in this clause shall constitute acceptance of the invoiced amount.

5.9 Pricing Changes

Mediziner reserves the right to revise its Subscription Fees, pricing plans, and billing structure at any time. Where a pricing change affects a Customer's active Subscription, Mediziner will provide at least thirty (30) days' prior written notice before the revised pricing takes effect, ordinarily at the point of Subscription renewal. The Customer's continued use of the platform following the effective date of a pricing change constitutes acceptance of the revised pricing. If a Customer does not agree to revised pricing, they may cancel their Subscription in accordance with Section 7.1 before the new pricing takes effect.

6.1 General Non-Refundability

All Subscription Fees paid to Mediziner are non-refundable as a general principle, reflecting the costs incurred by Mediziner in provisioning, maintaining, and supporting the platform. Refunds are not ordinarily provided in respect of:

• unused portions of any Subscription Term, whether or not the Customer has actively used the platform;
• partial months or partial subscription periods;
• features or Services not accessed or used by the Customer;
• temporary unavailability of the platform due to scheduled maintenance, Force Majeure Events, or Third-Party Service failures;
• platform modifications, feature additions, or feature removals; or
• the Customer's decision to migrate to a competing service during an active Subscription Term.

6.2 Discretionary Refunds

Mediziner may, entirely at its sole and absolute discretion, consider refund requests in exceptional circumstances. Any discretionary refund will ordinarily be calculated on a prorated basis for the unexpired portion of the applicable Subscription Term, net of any administrative or processing costs. The exercise of discretion to grant a refund in any particular case does not create an obligation to grant refunds in future cases.

6.3 Legally Required Refunds

Mediziner will comply with any refund obligation that is mandated by applicable Indian consumer protection law or any other statute that cannot lawfully be excluded. Nothing in these Terms is intended to limit or exclude any statutory rights that a Customer may have under mandatory applicable law.

6.4 Termination for Cause by Mediziner

In the exceptional circumstance where Mediziner terminates a Customer's Subscription for convenience pursuant to Section 7.2(d), Mediziner will provide a prorated refund of any prepaid Subscription Fees attributable to the period following the effective date of termination. No refund will be provided upon termination for cause attributable to the Customer.

6.5 Refund Request Procedure

All refund requests must be submitted in writing to operations@medizinerhealthcare.com, setting out the Customer's full name, Account details, the Subscription period in respect of which the refund is sought, and the grounds upon which the refund is requested. Mediziner will acknowledge refund requests within five (5) Business Days and communicate its decision within fifteen (15) Business Days of acknowledgment. Approved refunds will be processed through the original payment method within a reasonable time period, subject to the policies of the applicable payment processor.

7.1 Cancellation by Customer

A Customer may cancel its Subscription at any time by providing written notice to Mediziner at operations@medizinerhealthcare.com. To prevent Auto-Renewal under Section 5.2, the cancellation notice must be received by Mediziner at least fifteen (15) calendar days before the end of the then-current Subscription Term. Upon receipt and confirmation of a valid cancellation notice, Mediziner will:

• confirm the cancellation in writing to the Customer's registered email address;
• allow the Customer continued access to the platform for a grace period of fifteen (15) calendar days from the date of the cancellation confirmation (the "Grace Period"), during which the Customer may export its Customer Data using the platform's built-in export tools; and
• terminate the Customer's access to the platform upon expiry of the Grace Period.

Cancellation does not entitle the Customer to a refund of any prepaid Subscription Fees, except to the limited extent provided in Section 6. Cancellation by a Customer does not relieve the Customer of any outstanding payment obligations accrued prior to the date of cancellation.

7.2 Termination by Mediziner

Mediziner may terminate a Customer's Subscription and close the Account in the following circumstances:

• For cause with notice: Mediziner may terminate the Agreement by written notice where the Customer materially breaches any provision of these Terms and fails to remedy such breach within ten (10) Business Days of receiving a written notice from Mediziner specifying the nature of the breach and requiring it to be remedied.
• For cause immediately: Mediziner may terminate the Agreement with immediate effect and without prior notice upon the occurrence of any of the suspension events listed in Section 15, including non-payment, security threats, illegal activity, or fraud.
• Insolvency: Mediziner may terminate with immediate effect if the Customer becomes insolvent, is declared bankrupt, is subject to a winding-up petition or order, has a receiver or administrator appointed over its assets, or makes a general assignment for the benefit of creditors.
• For convenience: Mediziner may terminate the Agreement for any reason or no reason upon not less than thirty (30) days' prior written notice, in which case Mediziner will refund any prepaid Subscription Fees attributable to the unexpired notice period on a prorated basis.

7.3 Data Retention Following Termination or Cancellation

Following the effective date of cancellation or termination of the Agreement for any reason, Mediziner will retain Customer Data on its servers for a period of ninety (90) calendar days (the "Retention Period"). During the Retention Period, the Customer may access the platform in a limited, read-only capacity solely for the purpose of exporting Customer Data using the platform's built-in export functionality.

The Customer is strongly advised to export all Customer Data before the expiry of the Retention Period. Mediziner is under no obligation to assist in data export beyond making the export functionality available within the platform. After the Retention Period expires:

• Mediziner may permanently and irreversibly delete all Customer Data from its systems and all backup and archival copies thereof;
• Customer Data that has been deleted cannot be recovered, and Mediziner shall have no liability for such deletion; and
• the Customer releases Mediziner from any obligation in relation to deleted Customer Data.

Notwithstanding the foregoing, Mediziner may retain Customer Data beyond the Retention Period to the extent required by applicable law or regulation, court order, or for the resolution of any subsisting legal proceeding or dispute involving the parties.

7.4 Data Migration Assistance

Customers requiring assistance with structured data migration either into or out of the platform may submit a written request to operations@medizinerhealthcare.com. Mediziner will assess such requests on a case-by-case basis and may provide migration assistance subject to technical feasibility, resource availability, and the payment of any applicable professional services fees. Mediziner does not guarantee the completeness, format, or compatibility of exported or migrated data with any third-party system.

7.5 Effect of Termination

Upon the effective date of termination of the Agreement for any reason:

• all rights and licences granted to the Customer under these Terms immediately cease;
• all Authorized Users lose access to the platform and all associated data;
• all amounts outstanding under any invoice become immediately due and payable;
• each party must promptly return or destroy the other party's Confidential Information in its possession to the extent not required for legitimate legal or compliance purposes; and
• the following provisions shall survive termination and continue in full force and effect: Sections 2 (Definitions), 6 (Refund Policy, to the extent of any obligation accrued), 8 (Data Ownership and Privacy), 9 (Security, to the extent of breach notification obligations), 11 (Intellectual Property), 12 (Open Source and Third-Party Licences), 18 (Medical Disclaimer), 19 (Disclaimer of Warranties), 20 (Limitation of Liability), 21 (Indemnification), 22 (Confidentiality), 23 (Force Majeure, to the extent of any accrued obligation), 25 (Governing Law and Dispute Resolution), and 26 (General Provisions).

8.1 Ownership of Customer Data

As between Mediziner and the Customer, all Customer Data, including Patient Data, is and remains the exclusive property of the Customer. Mediziner does not claim, and shall not be construed as claiming, any ownership interest in Customer Data by virtue of these Terms or the provision of Services. The Customer grants Mediziner a limited, non-exclusive, royalty-free licence to access, process, store, transmit, and use Customer Data solely to the extent necessary to: (a) provide and operate the Services; (b) maintain and improve the technical performance of the platform; (c) comply with a lawful order of a court or competent regulatory authority; and (d) enforce Mediziner's rights under these Terms. This licence terminates upon deletion of Customer Data following the expiry of the Retention Period.

8.2 Restrictions on Mediziner's Use of Customer Data

Mediziner shall not:

• use Customer Data for any purpose other than those expressly permitted under Section 8.1;
• sell, transfer, rent, exchange, disclose, or otherwise make Customer Data available to any third party for commercial gain or marketing purposes;
• use Customer Data for the purpose of targeting advertisements or commercial offers at patients or Authorized Users;
• combine Customer Data with data from other Customers in a manner that allows any individual patient or Customer to be identified; or
• process Customer Data in a manner that is inconsistent with Mediziner's Privacy Policy.

8.3 Usage Analytics and Platform Improvement

Mediziner may collect, use, and analyse Usage Analytics derived from the technical operation of the platform. Usage Analytics are anonymised and aggregated and cannot be used to identify any individual Customer, Authorized User, or patient. Mediziner may use Usage Analytics for any purpose, including for the improvement of the platform, product development, and internal business reporting. Usage Analytics are owned by Mediziner and are expressly excluded from the definition of Customer Data.

8.4 Customer as Data Fiduciary or Controller

The Customer acknowledges that it is the Data Fiduciary (as that term is used in the Digital Personal Data Protection Act, 2023, and rules made thereunder, once in force) and, pending the full commencement of the DPDP Act, the data controller or owner in respect of all Patient Data and any other personal data of Authorized Users or third parties entered into the platform. Mediziner acts as the Data Processor (as applicable under evolving Indian law) in relation to such personal data. The Customer must:

• establish and maintain a lawful basis for collecting and processing each category of personal data entered into the platform, including obtaining the appropriate consent of patients where required by law;
• provide patients with a clear and accessible privacy notice informing them of the nature, purpose, and legal basis for the processing of their personal data;
• respond to patients' rights requests (including requests for access, correction, erasure, or portability of personal data) within the timescales required by applicable law;
• ensure that the processing of Patient Data through the platform complies with the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and all other applicable Indian data protection and privacy laws; and
• maintain appropriate records of processing activities in accordance with applicable law.

The Customer indemnifies Mediziner from and against any liability, fines, penalties, or claims arising from the Customer's failure to comply with its obligations as Data Fiduciary or data controller under applicable law.

8.5 Privacy Policy

The collection, use, storage, sharing, and protection of personal information by Mediziner in connection with the provision of the Services is governed in detail by Mediziner's Privacy Policy, available at https://www.medizinerhealthcare.com/privacy-policy ("Privacy Policy"). The Privacy Policy is incorporated into these Terms by reference and forms part of the Agreement between the parties. In the event of any inconsistency between these Terms and the Privacy Policy in relation to the processing of personal data, the Privacy Policy shall prevail. Customers are required to review the Privacy Policy before using the platform and to bring it to the attention of their Authorized Users.

8.6 Cookie Policy

The platform's use of cookies, web beacons, and similar tracking technologies is governed by Mediziner's Cookie Policy, available at https://www.medizinerhealthcare.com/cookie-policy. Customers are directed to review the Cookie Policy for information on how cookies are used on the platform and how to manage cookie preferences.

8.7 Data Portability and Export

Mediziner provides built-in export functionality enabling Customers to download their Customer Data in machine-readable formats. Customers are encouraged to periodically export their data as part of their own data governance and business continuity practices. Export functionality is provided as a convenience and Mediziner does not guarantee the compatibility of exported data with any specific third-party system. For more complex data export or migration requirements, Customers may request professional assistance as described in Section 7.4.

8.8 Data Breach Notification

In the event that Mediziner becomes aware of a confirmed security breach that has or is reasonably likely to have resulted in unauthorized access to, or unauthorized disclosure, loss, or destruction of, Customer Data (a "Security Incident"), Mediziner will:

• notify the affected Customer in writing without undue delay and, to the extent required by applicable law, within the period mandated by law;
• provide the Customer with reasonable information about the nature and scope of the Security Incident, including the categories of data likely affected, the estimated number of records involved, and the likely consequences;
• describe the measures taken or proposed to be taken by Mediziner to address the Security Incident and, where applicable, to mitigate its potential adverse effects; and
• cooperate reasonably with the Customer in meeting any notification or reporting obligations imposed on the Customer by applicable law.

The Customer acknowledges that Mediziner's ability to provide full details of a Security Incident may be limited during an active investigation, and that initial notifications may be subject to revision as the investigation progresses.

9.1 Mediziner's Security Measures

Mediziner implements and maintains technical and organizational security measures designed to protect Customer Data against unauthorized access, disclosure, alteration, loss, and destruction. These measures include, without limitation:

• Encryption in Transit: All data transmitted between end-user devices and the platform is encrypted using industry-standard Transport Layer Security (TLS) protocols, at a minimum TLS 1.2.
• Encryption at Rest: Customer Data stored on Mediziner's infrastructure is encrypted at rest using AES-256 encryption or equivalent industry-standard encryption.
• Role-Based Access Control (RBAC): Access to Customer Data within the platform is restricted based on role-specific permissions configured by the Customer's Root User, ensuring that each Authorized User can only access data necessary for their designated function.
• Audit Logs: Mediziner maintains comprehensive, tamper-evident audit logs recording significant user actions within the platform, including login events, data access, record creation and modification, and prescription generation and sharing events.
• Secure Authentication: The platform employs authentication mechanisms, including enforced password policies, session timeout controls, and session management protocols designed to prevent unauthorized account access.
• Infrastructure Security: The platform is hosted on Amazon Web Services (AWS) infrastructure, which maintains ISO 27001, SOC 2, and other internationally recognized security certifications. AWS infrastructure security is subject to AWS's own terms, security documentation, and certification programmes.
• Access Controls: Access to Mediziner's internal systems containing Customer Data is restricted to personnel with a legitimate need to access such systems for the purpose of operating or maintaining the platform, subject to role-based internal access controls and standard employment security obligations.

9.2 Backup Policy

Mediziner performs automated backups of Customer Data as part of its standard operational procedures. Backups are designed to support recovery from technical failures and unintended data loss events caused by Mediziner's infrastructure. However:

• backups are not guaranteed to be available in all circumstances, including following a severe platform failure or catastrophic cloud infrastructure event;
• Mediziner's backup procedures are not a substitute for the Customer's own data governance and export practices;
• Mediziner does not provide Customers with direct access to backup infrastructure; and
• Recovery from backup in respect of data lost due to actions taken by the Customer or its Authorized Users (such as intentional deletion) may not be possible.

Customers are strongly advised to maintain independent copies of critical data and to utilize the platform's export functionality as a supplementary data governance measure.

9.3 Disaster Recovery and Business Continuity

Mediziner maintains disaster recovery and business continuity procedures designed to restore Services within commercially reasonable timeframes following a significant platform failure. The specific recovery time objectives and recovery point objectives applicable to Mediziner's infrastructure are not guaranteed as part of these Terms and may vary depending on the nature and severity of the incident. Mediziner will communicate with affected Customers during any material service disruption to provide status updates as soon as reasonably practicable.

9.4 No Absolute Security Guarantee

Notwithstanding the security measures described in Section 9.1, no digital system can be represented or guaranteed to be completely immune from unauthorized access, cyberattacks, data breaches, or malicious activity. Mediziner does not warrant that the platform is or will at all times be free from security vulnerabilities or that any security measure will be effective against all possible threats. The Customer acknowledges this inherent risk and agrees that Mediziner's liability in respect of any Security Incident is subject to the limitations in Section 20 of these Terms.

9.5 Security Incident Reporting and Responsible Disclosure

Customers and Authorized Users who identify or suspect a security vulnerability in the Mediziner platform must report it promptly to operations@medizinerhealthcare.com with a detailed description of the vulnerability, the steps required to reproduce it, and any potential impact assessment. Mediziner requests that Customers and researchers follow responsible disclosure principles and refrain from publicly disclosing any identified vulnerability until Mediziner has had a reasonable opportunity to investigate and remediate it. Mediziner will acknowledge receipt of vulnerability reports within two (2) Business Days and will endeavour to communicate its assessment and remediation timeline within ten (10) Business Days.

9.6 Customer Security Responsibilities

The Customer is responsible for implementing appropriate security controls on its own side, including:

• maintaining up-to-date antivirus, endpoint protection, and firewall software on all devices used to access the platform;
• ensuring that devices used to access the platform are not shared with unauthorized individuals;
• promptly applying security updates to operating systems and browsers;
• training Authorized Users in basic cybersecurity hygiene, including phishing awareness and password security; and
• reporting to Mediziner any identified security incident, suspected breach, or unusual activity involving the Account at operations@medizinerhealthcare.com.

10.1 General Obligations

Customers must at all times use the Mediziner platform in accordance with these Terms, applicable law, and all applicable professional, ethical, and regulatory standards governing healthcare practice in India. Customers are responsible for ensuring that all Authorized Users are made aware of and comply with these Terms.

10.2 Compliance with Applicable Law

Without limiting the generality of Section 10.1, Customers are solely responsible for ensuring that their use of the platform complies with all applicable laws and regulations, including but not limited to:

• the Indian Medical Council Act, 1956, and all regulations, guidelines, and notifications issued thereunder;
• the National Medical Commission Act, 2020, and any applicable regulations of the National Medical Commission;
• the Information Technology Act, 2000, and all rules and regulations made thereunder, including the Information Technology (Amendment) Act, 2008;
• the Digital Personal Data Protection Act, 2023, upon commencement of its provisions and the rules made thereunder;
• the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011;
• the Clinical Establishments (Registration and Regulation) Act, 2010, and applicable state-level clinical establishment regulations;
• the Pharmacy Act, 1948, where pharmacists are Authorized Users or pharmacy operations are managed through the platform;
• the Drugs and Cosmetics Act, 1940, where applicable to prescription generation or drug information records;
• the Consumer Protection Act, 2019, to the extent applicable to the Customer's services;
• the Telemedicine Practice Guidelines, 2020 (as amended), to the extent that any telemedicine services are introduced in the future; and
• any applicable state or union territory healthcare, data protection, or information technology legislation.

10.3 Consent for Patient Data Processing

The Customer is solely responsible for obtaining all consents, permissions, and authorizations required under applicable law from patients before entering their personal data or health information into the platform. The Customer must maintain records of such consents and be able to demonstrate their validity upon request. Mediziner bears no responsibility for the Customer's failure to obtain the required consents.

10.4 Accuracy of Data

The Customer is solely responsible for the accuracy, completeness, and integrity of all Customer Data entered into the platform. Mediziner does not verify, review, or validate the accuracy of Customer Data and bears no responsibility for any consequences arising from inaccurate, incomplete, or misleading data entered by the Customer or Authorized Users.

10.5 Prohibited Activities

Customers and Authorized Users are strictly prohibited from using the platform for any of the following activities:

• engaging in, facilitating, or enabling fraud, deception, misrepresentation, or any activity that is unlawful, harmful, or unethical;
• uploading, transmitting, processing, or storing any content that is defamatory, obscene, offensive, threatening, or that violates the rights of any third party, including rights of privacy or confidentiality;
• accessing, or attempting to access, any Account, system, data, or resource other than the Customer's own authorized Account;
• introducing or distributing viruses, trojans, malware, ransomware, spyware, worms, or any other malicious software or code through or in connection with the platform;
• conducting or facilitating denial-of-service attacks, distributed denial-of-service attacks, or any other activity that intentionally or recklessly disrupts or degrades the performance of the platform for any other Customer;
• reselling, sublicensing, transferring, leasing, lending, or otherwise making access to the platform available to any third party without Mediziner's prior written consent;
• reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, data structures, or underlying architecture of the platform or any component thereof;
• circumventing, disabling, or tampering with any security control, authentication mechanism, access restriction, or technical protection measure implemented in the platform;
• scraping, crawling, or systematically extracting data from the platform using automated tools, scripts, bots, or similar mechanisms, whether through the platform's user interface or APIs, except to the extent expressly permitted by these Terms;
• using the platform to collect or process data for any purpose other than the legitimate operational needs of the Customer's healthcare organization as contemplated by these Terms;
• creating, accessing, or using multiple Accounts to circumvent subscription limits, pricing, or access restrictions;
• using the platform to send unsolicited bulk communications, spam, or commercial solicitations to patients or third parties;
• impersonating Mediziner, another Customer, or any third party, or otherwise misrepresenting the origin or nature of communications sent through the platform;
• using the platform in a manner that would constitute a violation of the legal or professional rights of any patient, colleague, or third party; or
• engaging in any activity that Mediziner reasonably determines, at its sole discretion, to be harmful to the platform, other Customers, patients, or Mediziner's reputation.

10.6 Automation Restrictions and Anti-Scraping

The use of automated scripts, bots, crawlers, data mining tools, or similar automated mechanisms to access, extract, index, or aggregate data from the platform is strictly prohibited, except where expressly authorized in writing by Mediziner or where such access is facilitated through Mediziner's approved APIs in accordance with these Terms. Mediziner reserves the right to implement technical measures, including rate limiting, CAPTCHA challenges, and IP blocking, to detect and prevent unauthorized automated access to the platform.

10.7 Account Sharing Prohibition

Each set of login credentials is intended for use by a single, named Authorized User only. The sharing of login credentials between multiple individuals is strictly prohibited. Customers must ensure that each individual who accesses the platform does so using their own unique credentials. Where Mediziner detects concurrent logins or other indicators of credential sharing, it may terminate the relevant session, require a password reset, or suspend the Account.

10.8 Marketing and Customer References

By subscribing to the platform, the Customer grants Mediziner a limited, non-exclusive, royalty-free right to use the Customer's trade name and logo in Mediziner's marketing materials, website, pitch documents, and customer reference lists solely to identify the Customer as a subscriber to the Mediziner platform. The Customer may withdraw this permission at any time by written notice to operations@medizinerhealthcare.com, following which Mediziner will cease new use of the Customer's name and logo within a reasonable period. Mediziner will not publish any testimonials or case studies attributing specific statements to a Customer without the Customer's prior written consent.

11.1 Ownership of the Platform

The Mediziner platform and all components thereof, including all software, source code, object code, executable code, database structures, algorithms, interfaces, graphical designs, visual elements, user experience flows, trademarks, logos, brand elements, Documentation, APIs, and all other materials created by or on behalf of Mediziner, are and shall at all times remain the sole and exclusive property of Mediziner Healthcare Technology Private Limited. All Intellectual Property Rights in and to the platform and its components are owned exclusively by Mediziner and are protected under applicable Indian and international intellectual property laws, including the Copyright Act, 1957, the Trade Marks Act, 1999, the Patents Act, 1970, and the Information Technology Act, 2000.

11.2 Licence to Customer

Subject to the Customer's full compliance with these Terms and timely payment of all Subscription Fees, Mediziner grants the Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the platform during the Subscription Term solely for the Customer's own internal healthcare operational purposes. This licence does not include, and is expressly restricted from including:

• any right to copy, download, cache, reproduce, or make local copies of the platform's software, source code, or any proprietary content, except as incidental to normal browser or application caching;
• any right to modify, adapt, translate, create derivative works from, or otherwise alter any part of the platform;
• any right to reverse engineer, decompile, disassemble, or attempt to access or derive the source code or underlying technical architecture of the platform, except to the extent expressly permitted by applicable law notwithstanding a contractual restriction;
• any right to remove, alter, obscure, or override any copyright notice, trademark, watermark, or other proprietary marking on the platform;
• any right to frame, mirror, or scrape the platform or its content;
• any right to transfer, assign, sublicense, resell, lease, or otherwise make the platform or access to it available to any third party;
• any right to use the platform as a basis for or to develop a product or service that competes with Mediziner; or
• any right that is not expressly granted in this Section.

11.3 Trademarks

"Mediziner", the Mediziner logo, and all associated brand elements are registered or unregistered trademarks or service marks of Mediziner Healthcare Technology Private Limited. Nothing in these Terms grants the Customer any right or licence to use any Mediziner trademark, service mark, trade name, domain name, or brand asset in any manner without Mediziner's prior express written consent. Any goodwill generated through any permitted use of Mediziner's marks shall accrue to Mediziner.

11.4 Ownership of Customer Data

For the avoidance of doubt, Mediziner acknowledges that all Intellectual Property Rights in Customer Data remain exclusively vested in the Customer. The limited processing licence granted to Mediziner under Section 8.1 does not constitute a transfer of any Intellectual Property Right.

11.5 Feedback

Where a Customer or any Authorized User voluntarily submits to Mediziner any suggestions, ideas, enhancement requests, recommendations, feedback, or other information relating to the platform (collectively, "Feedback"), the Customer hereby assigns to Mediziner, with full title guarantee, all Intellectual Property Rights in and to such Feedback, and agrees that Mediziner may use, modify, incorporate, exploit, and commercialize such Feedback without restriction, compensation, or obligation of confidentiality to the Customer or any Authorized User. The Customer waives any moral rights it may hold in any Feedback to the fullest extent permitted by applicable law.

12.1 Open Source Components

The Mediziner platform incorporates certain Open Source Software components. Such components are used in accordance with the terms of their respective open-source licences and are not governed by the licence grant in Section 11.2. The use of Open Source Software within the platform does not grant the Customer any additional rights in respect of the platform's proprietary code. Mediziner maintains a list of material Open Source Software components incorporated in the platform, which is available upon written request to operations@medizinerhealthcare.com.

12.2 Third-Party Licences

Certain features of the platform are provided through, or depend upon, licensed Third-Party Services. The Customer's use of features that rely on such Third-Party Services may be subject to the end-user terms, acceptable use policies, and privacy policies of those third parties. Where a third-party licence imposes obligations or restrictions relevant to the Customer, Mediziner will endeavour to notify the Customer. Mediziner shall not be liable for any failure or limitation attributable to a Third-Party Service licence.

13.1 Current API Availability

Mediziner currently provides an API for appointment booking functionality, enabling Customers to embed appointment scheduling widgets or interfaces within their own clinic websites or digital properties ("Appointment API"). Access to the Appointment API is subject to these Terms and any additional API terms, technical guidelines, or documentation published by Mediziner from time to time. Future APIs may be introduced for additional platform features and will be governed by these Terms and any supplemental API policies published at the time of their introduction.

13.2 API Authorization and Credentials

Access to Mediziner APIs requires the use of valid API Credentials issued by Mediziner exclusively to authorized Customers. API Credentials are personal to the Customer and the specific integration for which they are issued. The Customer must:

• maintain the strict confidentiality of all API Credentials;
• not share, publish, embed in publicly accessible code repositories, or otherwise disclose API Credentials to any unauthorized person;
• use API Credentials solely for the authorized integration and purpose for which they were issued;
• immediately notify Mediziner at operations@medizinerhealthcare.com upon suspecting that API Credentials have been compromised, disclosed to unauthorized parties, or used without authorization; and
• promptly rotate or replace API Credentials upon notification by Mediziner that a credential may have been compromised.

Any activity conducted through a Customer's API Credentials shall be attributed to and the responsibility of that Customer, whether or not the activity was authorized by the Customer.

13.3 API Versioning and Deprecation

Mediziner may release new versions of its APIs from time to time. Mediziner will endeavour to maintain backward compatibility for a reasonable period following the introduction of a new API version. Where Mediziner intends to deprecate or discontinue an API version, it will provide Customers with not less than sixty (60) days' advance notice through the platform, Documentation, or direct communication to the registered email address, to allow Customers adequate time to migrate to the updated API version. Mediziner shall not be liable for any disruption, loss, or cost incurred by a Customer in connection with an API deprecation for which the required notice has been given.

13.4 Rate Limiting and Fair Use

Mediziner applies rate limits to API usage to ensure equitable access and platform stability for all Customers. Rate limits applicable to each API are documented in the API reference Documentation and may be updated from time to time. Customers must not:

• exceed the documented rate limits applicable to their API integration;
• attempt to circumvent, bypass, or disable rate limiting controls;
• make redundant or repetitive API calls that place unnecessary load on the platform's infrastructure; or
• use API access for the purpose of scraping, indexing, or systematically extracting data from the platform.

Mediziner reserves the right to throttle, restrict, or temporarily suspend API access where a Customer's API usage is determined to place excessive or disproportionate load on the platform or to be inconsistent with the authorized use of the API.

13.5 API Misuse and Suspension

Mediziner may immediately suspend, revoke, or restrict a Customer's API Credentials without prior notice in the event of any of the following:

• suspected or confirmed misuse of the API, including unauthorized scraping, data harvesting, or unauthorized access to other Customers' data;
• exceeding rate limits repeatedly or engaging in API call patterns indicative of abuse;
• use of the API for a purpose not authorized under these Terms or the applicable API documentation;
• a confirmed or suspected security breach involving the API Credentials;
• any violation of these Terms; or
• Mediziner's reasonable determination that continued API access poses a risk to the platform or other Customers.

Mediziner will notify the Customer of any API suspension as soon as reasonably practicable and will work with the Customer in good faith to resolve legitimate access issues.

14.1 Current Third-Party Service Providers

The Mediziner platform currently relies on the following Third-Party Services to deliver certain features and operational capabilities:

• Amazon Web Services (AWS): AWS provides the cloud computing infrastructure, server hosting, database services, and storage underpinning the platform. The security, availability, and performance of AWS infrastructure is subject to AWS's own service terms, Shared Responsibility Model, and security certifications. Mediziner is not responsible for outages, failures, data loss, or security incidents attributable to AWS infrastructure.
• Razorpay: Razorpay provides payment gateway and processing services for Subscription Fee transactions. Payment processing is subject to Razorpay's terms of service and data handling practices. Mediziner does not store complete payment card information on its own systems.
• WhatsApp Business (Meta Platforms): The prescription sharing via WhatsApp feature relies on the WhatsApp Business API operated by Meta Platforms. The availability, delivery, and terms of WhatsApp messaging are outside Mediziner's control and are governed by Meta's terms of service, WhatsApp Business API policies, and end-user terms. Mediziner cannot guarantee the delivery, format, or security of messages transmitted via the WhatsApp API.
• SMS Service Providers: Third-party SMS gateway providers are used to deliver appointment reminders, notifications, and system communications to patients and Authorized Users. SMS delivery is subject to the terms and network availability of the applicable SMS provider and relevant telecommunications infrastructure. Mediziner does not guarantee SMS delivery rates or delivery timelines.
• Email Service Providers: Third-party email delivery services are used to transmit prescription PDFs, appointment confirmations, and system notifications. Email delivery is subject to the terms and infrastructure of the applicable email provider and internet routing conditions. Mediziner does not guarantee email delivery rates or that communications will not be classified as spam by recipient email systems.
• Firebase (Google LLC): Firebase Crashlytics and Firebase Analytics are used to collect anonymized crash and performance data to assist in diagnosing and resolving technical issues within the platform. Firebase data collection is subject to Google's terms of service and Firebase's privacy documentation. Customers and Authorized Users may find further information about Firebase's data practices in Mediziner's Privacy Policy.

14.2 Changes to Third-Party Services

Mediziner may introduce additional Third-Party Service integrations in the future and may modify or replace existing integrations, subject to technical and commercial feasibility. Where a change to a Third-Party Service integration materially affects the functionality available to Customers, Mediziner will endeavour to provide reasonable advance notice. Future integrations will be reflected in updated Documentation and, where required, in supplemental terms.

14.3 Disclaimer Regarding Third-Party Services

Mediziner does not control, own, or operate any Third-Party Service and makes no representation or warranty regarding the availability, performance, security, accuracy, or compliance of any Third-Party Service. Mediziner is not liable for any loss, damage, cost, delay, or liability arising from:

• the unavailability, interruption, degradation, or failure of any Third-Party Service;
• a security incident, data breach, or unauthorized access involving a Third-Party Service;
• changes to the terms, pricing, features, or availability of a Third-Party Service made by the third-party provider;
• the accuracy, completeness, or timeliness of any data processed by a Third-Party Service; or
• any act or omission of a third-party service provider.

Customers acknowledge that certain platform features are dependent on the continued availability of Third-Party Services and that Mediziner cannot be held responsible for feature degradation caused by third-party interruptions.

14.4 Third-Party Transactions

Any transactions between a Customer and a Third-Party Service provider that are facilitated through or arise out of the use of the platform are exclusively between the Customer and the relevant third party. Mediziner is not a party to such transactions and accepts no responsibility for any dispute, claim, or liability arising from them.

15.1 Grounds for Suspension

Without prejudice to Mediziner's right to terminate the Agreement under Section 7.2, Mediziner may suspend the Customer's access to the platform, with or without prior notice depending on the circumstances, upon the occurrence of any of the following:

• Non-Payment: Failure to pay any Subscription Fee or other amount due under the Agreement within seven (7) days of the due date.
• Fraud or Misrepresentation: Actual or reasonably suspected fraudulent activity, material misrepresentation, or use of the platform intended to deceive Mediziner, patients, or any third party.
• Security Threat: Actual or credible suspected security threat to the platform, including unauthorized access attempts, malware distribution, denial-of-service activity, or any action that poses a risk to the integrity or availability of the platform or data of other Customers.
• Illegal Activity: Use of the platform in connection with or in furtherance of any activity that is prohibited by applicable law, regulation, or professional standards.
• Breach of Terms: A material or repeated breach of any provision of these Terms that Mediziner determines requires immediate action to protect the platform, other Customers, or Mediziner's interests.
• Regulatory Risk: A directive, instruction, or order from a regulatory authority or law enforcement agency requiring or recommending suspension of the Account.
• API Misuse: Unauthorized, excessive, or abusive use of Mediziner APIs, including scraping, exceeding rate limits, or use of the API for unauthorized purposes.
• Excessive Resource Consumption: Use of the platform in a manner that consumes server, storage, bandwidth, or computing resources at a level that is disproportionate to the Customer's subscription tier and that materially impairs the experience of other Customers.
• Account Sharing: Evidence of credential sharing or use of a single Account by more individuals than authorized under the applicable subscription plan.

15.2 Notice of Suspension

Where the grounds for suspension relate to non-payment, policy breach, or excessive resource use and do not pose an immediate security or legal risk, Mediziner will endeavour to provide the Customer with prior written notice and a reasonable opportunity to remedy the issue before suspension takes effect. Where the grounds for suspension relate to security threats, fraud, illegal activity, or regulatory requirements, Mediziner may suspend immediately without prior notice and will notify the Customer as soon as reasonably practicable thereafter.

15.3 Effect of Suspension

During any suspension period: (a) the Customer and all Authorized Users will lose access to the platform; (b) all Subscription Fees continue to accrue and remain due unless Mediziner expressly agrees otherwise in writing; and (c) Mediziner shall have no liability for any loss, damage, business interruption, regulatory consequence, or other adverse effect arising from a lawful suspension.

15.4 Reinstatement Following Suspension

Where a suspended Account is eligible for reinstatement, the Customer must remedy the grounds for suspension (including payment of all outstanding amounts, resolution of identified security issues, or provision of satisfactory assurances against future policy breaches) and submit a written request for reinstatement to operations@medizinerhealthcare.com. Mediziner will assess reinstatement requests in good faith and may impose additional conditions or monitoring as a condition of reinstatement. Mediziner reserves the right to decline reinstatement where it reasonably determines that continued access would pose a risk to the platform, other Customers, or Mediziner.

16.1 Consent to Electronic Communications

By registering an Account and using the platform, the Customer consents to receiving all communications, notices, agreements, account statements, disclosures, and other information from Mediziner electronically, including by email to the Customer's registered email address and through in-platform notifications. Such electronic communications satisfy any legal requirement that communications be in writing under the Information Technology Act, 2000.

16.2 Notice to Mediziner

All written notices or communications required or permitted to be given to Mediziner under these Terms must be sent by email to operations@medizinerhealthcare.com. For legal notices, including notices of legal proceedings, disputes, or termination for cause, delivery by registered post or nationally recognized courier to Mediziner's registered office is recommended in addition to email.

16.3 Notice to Customer

All notices from Mediziner to the Customer will be sent to the email address registered on the Customer's Account, as updated from time to time. It is the Customer's responsibility to maintain an accurate and current email address in their Account settings. Notices sent by email will be deemed received on the next Business Day following confirmed transmission. It is the Customer's responsibility to ensure that communications from Mediziner's email domain are not filtered as spam.

16.4 Prescription and Patient Communications

Prescriptions and appointment communications transmitted through the platform to patients via email, WhatsApp, or SMS are generated by the Customer's Authorized Users and sent on the Customer's behalf. Mediziner acts solely as the transmission conduit and is not responsible for the content, accuracy, clinical appropriateness, or regulatory compliance of such communications. The Customer is solely responsible for ensuring that such communications comply with applicable law and professional obligations.

17.1 Nature of Prescription Tools

The prescription generation and sharing tools within the platform are digital administrative instruments designed to assist registered medical practitioners who are Authorized Users in creating and distributing records of their clinical decisions. These tools do not generate, recommend, validate, verify, or approve prescriptions. All prescriptions created through the platform represent the independent clinical judgment of the prescribing doctor.

17.2 Clinical Responsibility for Prescriptions

The prescribing doctor who is an Authorized User bears full and exclusive clinical and legal responsibility for every prescription generated through the platform, including responsibility for:

• the clinical appropriateness, necessity, and accuracy of the prescription;
• the selection of the correct medicine, strength, dosage form, and dosage regimen;
• the dosage instructions, frequency, and duration of treatment;
• any known or reasonably foreseeable drug interactions or contraindications;
• the patient's known allergies and medical history as relevant to the prescription;
• compliance with all applicable laws and professional standards governing prescribing practice in India, including the Drugs and Cosmetics Act, 1940, and any regulations applicable to the prescribing practitioner's area of specialisation; and
• ensuring that the prescription is appropriate for the specific patient to whom it is directed.

Mediziner expressly disclaims any responsibility for the accuracy, safety, or clinical appropriateness of any prescription generated through the platform.

17.3 Electronic Prescription Records

Prescriptions generated through the platform constitute electronic records under the Information Technology Act, 2000. The Customer is responsible for ensuring that electronic prescriptions generated and shared through the platform comply with applicable laws, professional guidelines, and regulatory requirements governing electronic medical records and electronic prescriptions in the jurisdiction in which the Customer operates. Mediziner makes no representation that prescriptions generated through the platform will satisfy any specific regulatory or legal requirement applicable to the Customer.

17.4 Prescription Sharing Limitations

Prescription sharing via WhatsApp, email, and SMS is subject to the availability and terms of the respective Third-Party Services described in Section 14. Mediziner does not guarantee successful delivery of shared prescriptions through any channel and shall not be liable for non-delivery, delayed delivery, or interception of shared prescriptions due to factors outside Mediziner's reasonable control.

18.1 Mediziner is Not a Healthcare Provider

Mediziner is a technology company, not a healthcare provider of any kind. Mediziner is not, and does not hold itself out as being, any of the following:

• a hospital or healthcare establishment;
• a clinic or medical centre;
• a pharmacy or licensed chemist;
• a clinical or diagnostic laboratory;
• a diagnostic or radiology centre;
• a doctor, physician, surgeon, or medical practitioner;
• a nurse, paramedic, or other clinical professional;
• a medical advisor or clinical consultant;
• a healthcare insurance provider or insurer; or
• a telemedicine or teleconsultation service provider.

Mediziner's role is confined exclusively to providing technology tools that support healthcare organizations in managing their administrative and operational workflows.

18.2 No Medical Advice

Nothing on the Mediziner platform, in Mediziner's Documentation, in any communication from Mediziner's team, or in any feature or output of the platform constitutes or should be interpreted as medical advice, clinical guidance, diagnostic opinion, therapeutic recommendation, or any form of healthcare service. Mediziner does not diagnose medical conditions, prescribe medicines, recommend treatments, or provide any clinical service of any nature.

18.3 Sole Clinical Responsibility of Healthcare Professionals

All healthcare professionals accessing the platform as Authorized Users retain full and exclusive professional, clinical, ethical, and legal responsibility for:

• every diagnosis made in connection with a patient seen through or managed on the platform;
• every treatment decision and treatment plan;
• every prescription issued, including the selection of medicine, dosage, administration route, and duration;
• checking for contraindications, drug interactions, allergies, and patient-specific risk factors;
• the clinical accuracy and completeness of all patient records entered into the platform;
• ensuring that patient care meets the applicable standard of care required by law and professional obligations;
• maintaining valid medical registration and licensure as required by applicable law; and
• compliance with all applicable healthcare regulations, professional guidelines, and ethical standards.

18.4 No Verification of Medical Credentials

Mediziner does not verify, assess, validate, or monitor the medical qualifications, registration, licensure, fitness to practise, or professional standing of any doctor or healthcare professional who is an Authorized User. The responsibility for ensuring that only licensed and qualified practitioners perform clinical functions through the platform rests exclusively with the Customer. Mediziner's failure to detect an unqualified practitioner does not create any liability on Mediziner's part.

18.5 Future AI and Clinical Tools

Any future artificial intelligence, clinical decision support, or automated clinical tools introduced to the platform will remain advisory in nature and will not substitute for the independent clinical judgment of a qualified healthcare professional. Additional terms and policies governing the use of AI tools will be published by Mediziner before such tools are activated. Healthcare professionals will at all times retain full clinical responsibility regardless of any AI-generated suggestions or outputs.

To the fullest extent permitted by applicable law, the Mediziner platform and all Services, including all features, integrations, APIs, Documentation, and outputs, are provided strictly on an "AS IS" and "AS AVAILABLE" basis. Mediziner expressly excludes and disclaims all representations, warranties, conditions, and terms of any kind, whether express, implied, or statutory, including but not limited to:

• any implied warranty of merchantability or fitness for any particular purpose;
• any warranty of non-infringement of third-party rights;
• any warranty that the platform will be available without interruption, error-free, timely, secure, or free from defects;
• any warranty as to the accuracy, completeness, reliability, currency, or suitability of any data, report, output, or content generated by or accessible through the platform;
• any warranty that the platform will meet the specific requirements, clinical or operational, of any particular Customer; or
• any warranty that defects in the platform will be remedied within any particular timeframe.

No statement, advice, representation, or information provided by Mediziner, whether orally, in writing, or through the platform, Documentation, or any other channel, shall create any warranty not expressly stated in these Terms. Nothing in this Section shall limit Mediziner's liability for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

20.1 Exclusion of Certain Categories of Loss

To the maximum extent permitted by applicable law, Mediziner and each of its officers, directors, employees, agents, and Affiliates shall in no event be liable, whether in contract, tort (including negligence), statutory duty, breach of warranty, or any other legal or equitable basis, for any of the following categories of loss or damage, regardless of whether Mediziner has been advised of or ought to have been aware of the possibility of such loss or damage:

• any indirect, incidental, special, or consequential loss or damage;
• loss of revenue, income, profit, or business opportunity;
• loss of savings, anticipated savings, or expected business;
• loss of, corruption of, or damage to data or records, including any loss of Patient Data or Customer Data caused by platform failure, cyberattack, or any other cause;
• business interruption, loss of business continuity, or disruption to clinical operations;
• loss of goodwill, reputation, or commercial standing;
• loss arising from clinical decisions, prescriptions, diagnoses, or treatment outcomes associated with data managed on the platform;
• costs or losses arising from procurement of substitute or alternative services;
• regulatory fines, penalties, or sanctions imposed on the Customer by any authority; or
• any punitive or exemplary damages, whether or not such loss or damage was foreseeable and whether or not Mediziner was advised of its possibility.

20.2 Aggregate Liability Cap

To the maximum extent permitted by applicable law, Mediziner's total aggregate liability to the Customer for all claims arising under or in connection with these Terms, the platform, or the Services, whether based on contract, tort, statute, equity, or otherwise, and whether or not the claim arises from a single event or series of related events, shall not exceed the total amount of Subscription Fees actually paid by the Customer to Mediziner in the twelve (12) calendar months immediately preceding the date on which the cause of action first arose.

20.3 Basis of the Liability Cap

The Customer acknowledges that the limitations of liability set out in this Section 20 are a fundamental element of the basis on which Mediziner offers the platform and Services at the applicable Subscription pricing. Mediziner would not be in a position to offer the platform or Services on the terms set out herein absent these limitations. The limitations reflect a reasonable and fair allocation of risk between commercial parties.

20.4 Exceptions

Nothing in this Section 20 limits or excludes either party's liability for:

• death or personal injury directly caused by that party's negligence;
• fraud or fraudulent misrepresentation by that party; or
• any other category of liability that cannot lawfully be excluded or limited under the laws of India.

20.5 Mitigation

Each party has a duty to take all reasonable steps to mitigate any loss or damage that it suffers as a result of the other party's breach of these Terms. Failure to mitigate shall be taken into account in assessing the quantum of any loss for which the other party may be liable.

21.1 Customer's Indemnity

The Customer shall defend, indemnify, and hold harmless Mediziner and each of its officers, directors, employees, agents, Affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable legal fees and disbursements) ("Losses") arising out of or in connection with:

• any actual or alleged breach of these Terms by the Customer or any Authorized User;
• any actual or alleged violation of applicable law, including data protection law, healthcare regulations, or professional standards, by the Customer or any Authorized User;
• any clinical act, omission, decision, diagnosis, prescription, or treatment provided or withheld by any healthcare professional accessing the platform as an Authorized User;
• any claim by a patient arising from or in connection with the Customer's use of the platform, including claims arising from prescription errors, misdiagnosis, or inappropriate treatment;
• any actual or alleged infringement of a third party's Intellectual Property Rights, privacy rights, or other rights caused by Customer Data submitted to the platform;
• any actual or alleged unauthorized use of the Account, including use resulting from the Customer's failure to maintain adequate credential security;
• any breach of the Customer's obligations as Data Fiduciary or data controller under applicable privacy law; or
• any misuse of the platform or violation of Mediziner's acceptable use policies.

21.2 Indemnification Procedure

Mediziner will promptly notify the Customer in writing of any claim in respect of which it seeks indemnification under this Section. The Customer will have the right to assume sole control of the defense and settlement of such claim, provided that:

• Mediziner may, at its own expense, participate in the defense with counsel of its choosing;
• the Customer shall not settle any claim in a manner that imposes any admission of liability, obligation, restriction, or financial liability on any Indemnified Party without Mediziner's prior written consent; and
• Mediziner will cooperate reasonably with the Customer in the defense of any claim, at the Customer's cost.

Mediziner's failure to provide timely notice of a claim shall not relieve the Customer of its indemnification obligations except to the extent that the Customer is materially prejudiced by such failure.

22.1 Confidentiality Obligations

Each party (as Receiving Party) agrees to hold the Disclosing Party's Confidential Information in strict confidence and to:

• not use the Disclosing Party's Confidential Information for any purpose other than to exercise rights or perform obligations under these Terms;
• protect the Disclosing Party's Confidential Information using no less than the same degree of care as it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable degree of care;
• not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent; and
• restrict disclosure of the Disclosing Party's Confidential Information within its own organization to those employees, officers, contractors, or advisers who have a genuine need to access the information for purposes authorized under these Terms and who are bound by confidentiality obligations no less protective than those set out in this Section.

22.2 Exceptions to Confidentiality

The obligations of confidentiality under Section 22.1 do not apply to information that the Receiving Party can demonstrate:

• was or becomes publicly available through no act or omission of the Receiving Party;
• was independently known to the Receiving Party prior to the date of disclosure, as evidenced by contemporaneous written records;
• is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or
• is lawfully obtained by the Receiving Party from a third party who is not under an obligation of confidentiality in respect of such information.

22.3 Compelled Disclosure

Where the Receiving Party is required by applicable law, court order, regulatory direction, or governmental authority to disclose Confidential Information, the Receiving Party will: (a) give the Disclosing Party prompt prior written notice of the requirement (to the extent permitted by law) so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperate reasonably with the Disclosing Party in seeking such protection; and (c) if disclosure is ultimately required, disclose only the minimum amount of Confidential Information necessary to comply with the legal requirement.

22.4 Customer Data as Confidential Information

Mediziner acknowledges that all Customer Data, including Patient Data, constitutes Confidential Information of the Customer for the purposes of this Section and shall be subject to the full confidentiality obligations set out herein in addition to the data protection obligations in Section 8.

22.5 Survival of Confidentiality Obligations

The confidentiality obligations under this Section 22 shall survive for a period of five (5) years following the termination or expiry of these Terms. Obligations in respect of trade secrets and Patient Data shall survive indefinitely or until the relevant information loses its confidential character through no act of the Receiving Party.

23.1 Force Majeure Events

Neither party shall be in breach of these Terms, or be liable for any delay in performance or failure to perform any obligation under these Terms, to the extent that such delay or failure is directly caused by a Force Majeure Event, provided that the affected party promptly notifies the other party and takes all reasonable steps to overcome or mitigate the effects of the Force Majeure Event.

For the purposes of these Terms, a "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including but not limited to:

• acts of God, natural disasters, earthquakes, floods, storms, cyclones, tsunamis, or extreme weather events;
• epidemic, pandemic, or public health emergency declared by a competent governmental authority, including any measures imposed in response to such emergency;
• war, armed conflict, hostilities, invasion, terrorism, sabotage, civil unrest, insurrection, or riot;
• actions, embargoes, sanctions, orders, regulations, or restrictions imposed by any government, legislative body, regulatory authority, or court of competent jurisdiction;
• large-scale cyberattacks, distributed denial-of-service attacks, or malicious intrusions affecting Mediziner's or its hosting provider's infrastructure that are of a scale or sophistication beyond what could reasonably be mitigated by industry-standard security measures;
• outages, failures, or material degradations affecting Third-Party Service providers, including AWS cloud infrastructure, internet backbone providers, or telecommunications networks, that are not caused by Mediziner's negligence;
• power grid failures, electrical infrastructure failures, or sustained power outages affecting Mediziner's or its hosting provider's data centres; or
• industry-wide labour strikes, industrial action, or work stoppages affecting key service providers.

23.2 Obligations During Force Majeure

The party claiming a Force Majeure Event must: (a) notify the other party in writing as soon as reasonably practicable after the Force Majeure Event occurs, specifying the nature of the event, its expected duration, and the obligations affected; (b) use commercially reasonable endeavours to overcome or limit the effects of the Force Majeure Event and to resume performance as quickly as possible; and (c) keep the other party updated on the status and expected resolution of the Force Majeure Event. Payment obligations accrued prior to the Force Majeure Event are not excused.

23.3 Extended Force Majeure

If a Force Majeure Event continues for a period of more than sixty (60) consecutive days, either party may terminate the Agreement upon fifteen (15) days' written notice to the other party, without any liability for such termination except for the payment of amounts that had already accrued prior to the onset of the Force Majeure Event. Upon such termination, Mediziner will refund any prepaid Subscription Fees for periods beyond the date of termination on a prorated basis.

24.1 Availability Commitment

Mediziner operates the platform on cloud infrastructure designed to provide high availability. While Mediziner uses commercially reasonable efforts to maintain platform availability, Mediziner does not warrant or guarantee that the platform will be available without interruption at all times. Platform availability may be affected by, without limitation, scheduled maintenance, emergency maintenance, Force Majeure Events, Third-Party Service failures, or internet infrastructure issues beyond Mediziner's control.

24.2 Scheduled Maintenance

Mediziner performs scheduled maintenance, updates, and upgrades to the platform on a periodic basis to maintain security, performance, and functionality. Where reasonably practicable, Mediziner will provide advance notice of scheduled maintenance windows through in-platform notifications or email to registered Customers. Mediziner will endeavour to conduct scheduled maintenance during periods of low usage, which may vary by Customer region. Maintenance windows and frequency are at Mediziner's sole discretion.

24.3 Emergency Maintenance

Mediziner reserves the right to conduct unscheduled emergency maintenance at any time and without prior notice where necessary to address critical security vulnerabilities, active cyberattacks, data integrity risks, or critical infrastructure failures. Mediziner will notify Customers of emergency maintenance and its expected duration as soon as reasonably practicable following the commencement of such maintenance.

24.4 No Guaranteed Service Level Agreement

These Terms do not include any guaranteed Service Level Agreement (SLA) in respect of platform uptime, incident response times, resolution times, or support response times. Customers requiring contractually binding SLA commitments must contact operations@medizinerhealthcare.com to discuss whether a bespoke SLA arrangement can be negotiated and separately documented. In the absence of a separately executed SLA, Mediziner's obligations in respect of availability are limited to exercising commercially reasonable efforts.

24.5 Support Services

Mediziner provides the following support services to active Customers:

• Implementation Support: Technical and operational assistance during initial platform setup, configuration, and deployment.
• Data Migration Support: Guidance and reasonable technical assistance for migrating existing clinic records and data to the Mediziner platform, subject to technical feasibility.
• Onboarding and Training: Structured onboarding sessions and training materials to enable the Root User and Authorized Users to effectively utilize the platform's features.
• Ongoing Customer Support: Access to Mediziner's customer support team for queries, technical issue reporting, and operational assistance via email at operations@medizinerhealthcare.com.

Support services are available during Mediziner's standard business hours. Mediziner does not guarantee response or resolution times as part of these Terms.

25.1 DPDP Act Compliance

The Digital Personal Data Protection Act, 2023 ("DPDP Act") imposes obligations on entities that process personal data digitally. As the processing of Patient Data and personal data of Authorized Users occurs on Mediziner's platform:

• The Customer is the Data Fiduciary in respect of the personal data of its patients and Authorized Users, and is responsible for all Data Fiduciary obligations under the DPDP Act, including obtaining consent, maintaining privacy notices, and responding to Data Principal (patient) rights.
• Mediziner acts as a Data Processor in relation to personal data processed on behalf of the Customer, and will comply with obligations applicable to Data Processors under the DPDP Act, including implementing appropriate security measures and deleting or returning personal data upon termination of the Agreement.
• Both parties will cooperate in good faith to fulfil their respective DPDP Act compliance obligations as and when the Act's provisions and rules come into force.

Mediziner will update these Terms and its Privacy Policy as required to reflect changes in Indian data protection law, including upon the commencement of DPDP Act provisions and associated rules.

25.2 Information Technology Act

Both parties acknowledge and agree to comply with the applicable provisions of the Information Technology Act, 2000, and all rules, regulations, and directions made thereunder, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

25.3 Electronic Records

Records created, stored, generated, and transmitted through the Mediziner platform constitute "electronic records" within the meaning of the Information Technology Act, 2000. The Customer is responsible for ensuring that the use of electronic records generated through the platform (including electronic prescriptions and EMR entries) complies with all applicable laws and professional standards governing medical records, electronic records, and documentation in the relevant jurisdiction.

25.4 Compliance Monitoring

Mediziner reserves the right to implement technical controls, usage monitoring, and audit procedures designed to detect violations of these Terms, including prohibited activities and abuse of the platform. Mediziner may use anonymized data from such monitoring for fraud prevention, abuse detection, and platform security purposes. Where monitoring reveals potential non-compliance, Mediziner may contact the Customer for clarification or take appropriate enforcement action under these Terms.

25.5 Export Restrictions and Sanctions

The Customer must not access or use the platform in a manner that would violate any applicable export control laws, regulations, or sanctions regimes, including any applicable Indian export laws or any foreign export control laws to which the Customer may be subject. The Customer represents and warrants that neither it nor any Authorized User is located in, incorporated in, or controlled by a person or entity that is the subject of applicable sanctions. Mediziner reserves the right to restrict or terminate access to the platform for Customers or Authorized Users who are subject to applicable sanctions or export restrictions.

26.1 Governing Law

These Terms and the Agreement, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in all respects in accordance with the laws of India, without regard to its conflict of laws provisions.

26.2 Exclusive Jurisdiction

Subject to Section 26.3, the parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction located in Kochi, Kerala, India in respect of any dispute, controversy, or claim arising out of or in connection with these Terms, the platform, or the Services, including disputes arising from any non-contractual obligation. Each party irrevocably waives any objection to the venue or jurisdiction of such courts on grounds of inconvenient forum or otherwise.

26.3 Dispute Resolution Process

In the event of any dispute, claim, or controversy arising between the parties in connection with these Terms, the parties will adhere to the following process:

• Step 1 — Negotiation: Either party may initiate the dispute resolution process by sending a written dispute notice to the other party describing the dispute in reasonable detail and the relief sought. The parties' authorized representatives shall meet (in person, by telephone, or by video conference) within fourteen (14) days of the dispute notice to attempt to resolve the dispute by good-faith negotiation.
• Step 2 — Senior Management Escalation: If the dispute is not resolved at Step 1 within thirty (30) days of the dispute notice (or such extended period as the parties may agree in writing), either party may escalate the matter to the senior management of each party, who shall meet within a further fourteen (14) days in a further attempt to resolve the dispute.
• Step 3 — Litigation: If the dispute remains unresolved following Step 2, either party may refer the dispute to the courts in Kochi, Kerala, in accordance with Section 26.2.

This dispute resolution process shall not prevent either party from seeking urgent interlocutory or interim relief from a court of competent jurisdiction where necessary to prevent irreparable harm, protect Confidential Information, or enforce Intellectual Property Rights.

26.4 Injunctive Relief

Each party acknowledges that a breach of these Terms relating to Intellectual Property Rights, Confidential Information, or data protection may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the innocent party shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction without the need to post a bond or prove actual damage.

27.1 Entire Agreement

These Terms, together with Mediziner's Privacy Policy, Cookie Policy, Refund Policy, and any order forms, commercial agreements, or other policies referenced herein or separately executed by the parties, constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous understandings, agreements, representations, negotiations, and discussions, whether oral or written, between the parties. No prior drafts of these Terms shall be used in the interpretation or construction of the final agreed Terms.

27.2 Severability

If any provision or sub-provision of these Terms is found by a court or tribunal of competent jurisdiction to be invalid, illegal, void, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or, if modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect as if the severed provision had not formed part of these Terms. The parties shall negotiate in good faith to replace any severed provision with a valid provision that achieves, as closely as possible, the original commercial intent.

27.3 Waiver

No failure, delay, or omission by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy under these Terms or at law. No waiver shall be effective unless given in writing and signed by or on behalf of the waiving party.

27.4 Assignment and Transfer

The Customer may not assign, transfer, novate, charge, sub-contract, or otherwise deal with any of its rights or obligations under these Terms, in whole or in part, without the prior written consent of Mediziner, not to be unreasonably withheld. Mediziner may freely assign or transfer its rights and obligations under these Terms: (a) to any Affiliate; (b) to a successor or acquirer in connection with a merger, acquisition, change of control, or sale of substantially all of Mediziner's assets or the assets related to the platform; or (c) for financing, securitization, or corporate restructuring purposes, in each case upon written notice to the Customer. Any purported assignment in contravention of this clause shall be null and void.

27.5 No Partnership or Agency

Nothing in these Terms shall create or be deemed to create any partnership, joint venture, employment relationship, agency, or franchise between the parties. Each party is and shall remain an independent contractor. Neither party shall have any authority to bind, represent, or create any obligation or liability on behalf of the other party.

27.6 No Third-Party Beneficiaries

These Terms are entered into solely for the benefit of Mediziner and the Customer. Nothing in these Terms, express or implied, is intended to or shall confer any right, benefit, or remedy on any third party, including any patient of the Customer or any Authorized User, unless expressly stated otherwise.

27.7 Amendments

Mediziner reserves the right to amend these Terms at any time in accordance with Section 28. No amendment to these Terms proposed by the Customer shall be binding on Mediziner unless agreed in writing and executed by a duly authorized representative of Mediziner.

27.8 Headings

Section and clause headings in these Terms are for convenience and ease of reference only and shall not affect the construction or interpretation of these Terms.

27.9 Language

These Terms are prepared and executed in the English language. Where these Terms are translated into any other language, the English language version shall prevail in the event of any inconsistency or ambiguity.

27.10 Counterparts and Electronic Execution

Where these Terms or any associated agreement are executed as a formal document, they may be executed in counterparts, each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. Electronic execution and acceptance shall be valid and binding in accordance with Section 1.4.

28.1 Amendments to These Terms

Mediziner reserves the right to revise, update, or replace these Terms at any time by publishing the updated Terms on the platform and/or Mediziner's website. Where changes are material in nature, Mediziner will endeavour to provide at least thirty (30) calendar days' advance notice by one or more of the following methods:

• sending an email notification to the Customer's registered email address;
• displaying a prominent in-platform notification; or
• posting updated Terms on https://www.medizinerhealthcare.com/terms.

Minor amendments, such as corrections of typographical or formatting errors, clarifications that do not alter the substance of any clause, or updates required to comply with applicable law, may be made without notice or with shorter notice. The effective date of any update will be clearly stated in the updated Terms.

The Customer's continued access to or use of the platform on or after the effective date of any updated Terms shall constitute the Customer's binding acceptance of those updated Terms. If the Customer does not agree to the updated Terms, the Customer must cease all use of the platform before the effective date of the update and, if applicable, provide cancellation notice in accordance with Section 7.1.

28.2 Changes to Services

Mediziner may, at its sole discretion and without any obligation to any Customer: (a) add new features, modules, or integrations to the platform; (b) modify the technical delivery, interface, or architecture of existing features; (c) change the pricing or availability of specific features within subscription plans; or (d) discontinue any feature, integration, or module. Where such a change materially and adversely affects the core functionality available under a Customer's active Subscription, Mediziner will endeavour to provide not less than thirty (30) days' advance notice. For all other changes, Mediziner may notify Customers through the platform or its Documentation.

For all queries, support requests, legal notices, and correspondence in connection with these Terms and the Services, please contact Mediziner at:

• Mediziner Healthcare Technology Private Limited
• Website: https://www.medizinerhealthcare.com
• Support and Legal Notices: operations@medizinerhealthcare.com

Mediziner will acknowledge all written correspondence within two (2) Business Days and will endeavour to substantively respond within the timeframes prescribed in these Terms or, where no specific timeframe applies, within ten (10) Business Days.