TERMS OF SERVICES

Connection Loops Private Limited, a company registered as per the laws of India and having its registered office at 3rd, G-12, New Rahul Society, North Main Road, Lane C1, Koregaon Park, Pune, ("Connection Loops", "Licensor") is an exclusive owner of mobile application and the web application (the URLs and web application together referred to as "Platform"). These terms of service ("Terms") specific to laboratories, medical care providers form a legally binding agreement between Licensor, and you ("You", "Your", or "Customer"; " Licensee"), as an user of Our Platform, and Services. "You" and "We" are hereinafter collectively referred to as the "Parties" and Individually referred to as "Party".

1. DEFINITIONS

1. "Account(s)" means an account generated for Licensee to use the Platform for the Term. For the avoidance of doubt, an Account is specific to Licensee and under no circumstance may an Account be shared with other entities. However, Licensee may permit its Permitted Users to use the Platform.


2. "Fees" shall mean the fees payable by Licensee to Licensor for availing the Subscription to use the Platform, as set forth in the applicable Order.


3. "Order" means a written order that the Parties may enter into from time to time under these Terms to place an order for the license to access the Platform and avail the Subscription, setting forth the details of the Platform to be provided by Licensor, the Subscription Term start date, the Subscription Term end date, any configuration, training or other services to be provided by Licensor, the applicable Fees, and such other terms as the Parties may agree related to the transactions contemplated by these Terms.


4. "Permitted User(s)" shall mean an employee of Licensee who may access the Platform and use the Subscription pursuant to the license granted herein.


5. "Services" shall mean the internet accessible service offered by Licensor through a Subscription under which access to the Platform hosted by Licensor on a cloud is made available to Licensee.


6. "Subscription" means the limited license to access and use the Platform and its related Services in accordance with the Order executed between the Parties.

1. Subject to its compliance with the terms of these Terms and in consideration of the Fees for the Subscription, during the Subscription Term, Licensor hereby grants Licensee a fixed-term, non-exclusive, non-transferable, revocable, non-sub licensable and a limited license to use the Platform and the Services through the Subscription provided under the applicable Order of these Terms, provided, Licensee shall cause each Permitted User to abide by the terms and conditions of these Terms.


2. Licensee shall not, directly or indirectly, i) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, alter, reproduce or otherwise make any changes to the Platform , ii) use the Subscription in any manner to provide time-sharing, benchmarking or other computer services to third parties, except as expressly provided herein, or allow any third party to access or benefit from the functionality of the Platform , iii) use the Subscription or portion thereof in violation of any applicable export control laws or regulations, iv) use the Subscription for any purpose other than the Purpose, v) allow use of the Subscription by anyone other than the Permitted Users, vi) use the Subscription to develop any competing or similar product, vii) use any of the Platform ’s components, add-ons, files, modules, externals, contents including associated license material separately from the Platform or viii) use the Platform with any unsupported software or hardware. All rights not specifically and unequivocally granted to Licensee are reserved by Licensor.

1. Account Management:
   Licensee shall be responsible for managing its Account and updating the same from time to time. As a condition for using the Subscription, the Permitted Users may be required to register with Licensor and enter his/her email address and/or phone number on the Platform. This account management will be facilitated through an admin appointed by Licensee. Licensee shall ensure that the Permitted Users shall provide accurate, complete, and updated registration information. The Permitted User shall be responsible for maintaining the confidentiality of Permitted User's account and password.


2. Compliance with Laws:
   Licensee shall comply with all applicable laws in connection with its use of the Subscription, including those laws related to data privacy, and the transmission of technical or personal data. Licensee acknowledges that Licensor exercises no control over the content of the information transmitted by Licensee or the Permitted Users through the Platform. Licensee shall not upload, post, reproduce or distribute any information, Platform or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.


3. Unauthorized Use; False Information:
   Licensee shall: (i) notify Licensor immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Licensor immediately and use reasonable efforts to stop any unauthorized use of the Subscription that is known or suspected by Licensee or any Permitted Users, and (iii) not provide false identity information to gain access to the Platform or use the Subscription.


4. Access:
   To access the Subscription to the Platform along with providing the log-in credentials by the Permitted Users, Licensee shall ensure that the Permitted Users abide by the terms of these Terms at all times while accessing the Platform and using the Services. Licensee shall be solely responsible for the acts and omissions of its Permitted Users. Licensor shall not be liable for any loss of data or functionality caused directly or indirectly by the Permitted Users.

1. In consideration of the Subscription to access the Platform and Licensor’s provision of the Services contemplated by these Terms, Licensee shall pay the Fees as set forth in the applicable Order.


2. All Fees and charges under these Terms shall be exclusive of taxes and shall be borne by Licensee.


3. Licensee agrees that Fees charged under an Order are non-refundable. Thereafter, the Fees shall be subject to revision on each Renewal Term.


4. The Subscription shall begin only upon the payment of the Fees and automatically terminate on the expiry of the Subscription Term.

1. LICENSEE ACKNOWLEDGES THAT THE PLATFORM AND ITS SUBSCRIPTION ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OTHERWISE IN LAW OR EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. THE PLATFORM AND ITS SUBSCRIPTION MAY CONTAIN DEFECTS, BUGS OR ERRORS. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ANY OF THE PLATFORM AND ITS SUBSCRIPTION WILL MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE SUBSCRIPTION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SUBSCRIPTION WILL BE CORRECTED. LICENSEE ACKNOWLEDGES THAT LICENSOR DOES NOT CONTROL THE ACCURACY, TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SUBSCRIPTION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.


2. LICENSOR IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND LICENSEE OR ITS PERMITTED USER RELEASE THROUGH USE OF PLATFORM FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM PLATFORM HAVE AGAINST ANY THIRD PARTIES.


3. LICENSOR DOES NOT PROVIDE ANY ADVICE EITHER LEGAL, COMPLIANCE OR OTHERWISE. LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING AND COMPLYING WITH ITS OBLIGATIONS ALL APPLICABLE LAWS, RULES AND REGULATIONS. LICENSEE SHOULD CONSULT WITH QUALIFIED LEGAL COUNSEL OR CONSULTANTS, AS NEEDED, TO ENSURE THAT THEIR USE OF PLATFORM COMPLIES WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS. THE INFORMATION REPORT GENERATED BY USE OF THE PLATFORM IS AS PER THE DATA UPLOADED BY THE LICENSEE ON THE PLATFORM AND THE LICENSEE IS RESPONSIBLE TO REVIEW, EVALUATE, ASSESS THE SAME PRIOR TO UPLOADING.

1. Any and all rights to the Subscription, Platform, and branding thereof including title, ownership rights and intellectual property rights such as copyrights, trademarks, service marks and patents therein is the sole and exclusive property of Licensor. These Terms does not grant Licensee any rights, title and interest in and to the Platform, its contents and branding thereof including Licensor’s intellectual property rights except where expressly and unequivocally licensed herein. Any and all the medical documents, medical reports, medical certificates generated by the Licensee and uploaded on the Platform shall be owned by the Licensee and the Licensor shall have no right in respect of the same.


2. From time to time, Licensee may provide feedback, suggestions, requirements or recommendations ("Feedback") regarding the Platform or the Subscription. Licensee hereby assigns to Licensor all right, title and interest into such Feedback and an exclusive right to create any developments based on such Feedback.

1. "Confidential Information" shall mean information disclosed by one Party to the other and which includes, without limitation Platform, financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets, software product and services and such other information. Confidential Information does not include information which: a) is in the public domain; (b) was known to the Party of such disclosure or becomes known to the Party without breach of any confidentiality agreement; (c) is independently developed by either Party without violating any confidentiality obligations stated herein; (d) is disclosed pursuant judicial order or requirement of the governmental agency or by operation of law.


2. The receiving Party shall keep Confidential Information and proprietary information and data received from the disclosing Party in strict confidence and shall not disclose it to any third parties except to a limited group of receiving Party’s directors, officers, agents, authorized representatives on a need-to-know basis. Each Party will use the same degree of care and discretion (but in any event no less than a reasonable degree of care and discretion) to avoid unauthorized disclosure or use of the other Party’s Confidential Information as that receiving Party uses to protect its own information of a similar nature from unauthorized disclosure or use.


3. Upon request by the disclosing Party, the receiving Party shall immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. All such information shall be and shall remain the sole property of the disclosing Party


4. The confidentiality obligations stated herein shall survive for a period of five (5) years from the date of termination or expiration of these Terms.


5. The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosing Party to obtain injunctive relief in addition to all legal remedies.

Licensee shall indemnify, hold harmless and defend Licensor against any costs or damages arising out of or in connection with any claim relating to (i) Licensee’s breach of or violation of applicable laws and regulations or (ii) Licensee’s use of the Platform or the Subscription other than as permitted under these Terms, (iii) the acts or omissions of the Permitted Users, (iv) a third party claim made against Licensor for infringement or misappropriation based upon following conduct of Licensee: (a) Licensee’s combination or use of the Subscription with software, services, or products developed by Licensee or third parties; (b) Licensee Content infringes any patent, copyright or trademark, or misappropriates any trade secret or (v) misuse of the Platform by the Permitted Users, non-compliance or breach of terms of these Terms by the Permitted Users.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES, LOSS OF PROFIT, BUSINESS HOWSOEVER CAUSED IN CONNECTION WITH THESE TERMS EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE MAXIMUM LIABILITY OF LICENSOR SHALL BE LIMITED TO THE FEES RECEIVED BY LICENSOR FROM LICENSEE FOR THE SUBSCRIPTION IN THE THREE (03) MONTHS PERIOD IMMEDIATELY PRECEDING EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.

1. Term: The Subscription to use, and access the Platform and Services is granted to Licensee for a subscription period opted by Licensee under the Order ("Initial Subscription Term") and unless Licensee’s Subscription is terminated in accordance with these Terms, Licensee’s Subscription shall automatically be renewed for a period of similar duration as that of the Initial Subscription Period (each "Renewal Term"). The Initial Subscription Term and /or each Renewal Term shall be collectively referred to as the ("Subscription Term"). The Subscription Term shall be effective from the actual date of Licensee’s Subscription to the Platform.


2. Termination for Convenience: Either Party may terminate these Terms without cause, by giving a prior written notice of thirty (30) days to the other Party. However, Licensee shall not be entitled to any refund of the Fees for the remainder of the Subscription Term.


3. Termination for Cause:
   1. Either Party may terminate these Terms or the applicable Order in the event that the other Party is in default of any of its material obligations hereunder and such default is not remedied within sixty (60) days of receipt of prior written notice thereof.
   
   
   2. Either Party may terminate these Terms and applicable Order immediately with a written notice to the other Party if the other Party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other Party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other Party or an order is made for the liquidation, dissolution or winding up of the other Party.


4. Consequences of Termination:
   1. Upon the expiry or any termination of the Agreement, Licensee’s right to use the Subscription shall immediately cease and at Licensor’s discretion, Licensee will return/ delete/ destroy any materials provided by Licensor to Licensee.
   
   
   2. Any Fees due for the Subscription prior to the expiration or termination date will become due and payable immediately but no later than seven (7) days from the receipt of the invoices thereof, and Licensor shall cease to render any further Services.
   
   
   3. If these Terms or any Order is terminated by Licensee on account of any of the termination events set out under clause 12(c), Licensee shall be entitled for a refund of the Fees (if any) for any unutilized part of the Subscription for the remainder of the Subscription Term, on a pro-rata basis.

Licensee hereby grants Licensor a permission to use Licensee’s name and logo in Licensor’s marketing materials, website, case studies, etc. for promotional purposes or otherwise publicly announce or comment on these Terms without prior written consent from Licensee.

Nonperformance of either party under these Terms shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

If any provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining provisions of these Terms shall remain in full force.

The Parties are independent contractors. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

Licensee may not assign these Terms. Licensor may assign these Terms in conjunction with the sale of substantial assets, divestiture, merger or amalgamation, or to its affiliate, and may delegate or subcontract its duties. Any unauthorized assignment of these Terms is void.

Failure to exercise, or any delay in exercising, any right or remedy provided under these Terms shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.

These Terms and all rights and obligations under these Terms shall in all respects be governed by and construed and enforced in accordance with the laws of India and the courts in Pune shall have an exclusive jurisdiction to adjudicate any subject matter under these Terms.

If there is any conflict between an Order and the terms and conditions of the main body of these Terms, then the terms and conditions of the main body of these Terms will govern, except to the extent that the Order expressly states that it modifies any specified provisions in the main body of these Terms, in which case such modified provisions will control with respect to such Order.

These Terms constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of these Terms, and may not be amended, supplemented, varied or otherwise changed except in writing through mutual agreement of the Parties.