Terms of Service.

Introduction

These Terms of Service ("Terms") govern access to and use of the AIMCare website, software platform, applications, APIs and related products and services.

AIMCare is operated by AIMDek Technologies Pvt Ltd ("AIMCare", "we", "our", or "us").

By accessing or using AIMCare, or by accepting an Order Form or other agreement incorporating these Terms, you agree to be bound by these Terms.

If you are using AIMCare on behalf of a hospital, clinic, healthcare group, company or other organisation, you represent that you have authority to bind that organisation to the applicable agreement.

If you do not agree to these Terms, you should not use the Services.

1 Definitions

For these Terms:

"AIMCare" means the healthcare technology platform and related products and services made available by us.

"Customer" means the hospital, clinic, healthcare organisation, business or other entity purchasing or authorised to use AIMCare.

"Authorised User" means a person authorised by a Customer to access AIMCare.

"Customer Data" means information submitted to, stored in, generated through or otherwise processed through AIMCare on behalf of a Customer.

"Patient Data" means Customer Data relating to a patient or individual receiving healthcare services, including health information where applicable.

"Order Form" means a quotation, subscription order, statement of work or similar document setting out the AIMCare products, services, fees or subscription selected by a Customer.

"Services" means the AIMCare website, software, applications, APIs, support services and other services provided by us.

2 Relationship with Customer Agreements

Customers may enter into additional agreements with AIMCare, including:

• Order Forms;
• Master Services Agreements;
• Data Processing Agreements;
• Business Associate Agreements;
• Statements of Work;
• implementation agreements; or

service-level agreements.

Where an executed agreement expressly conflicts with these Terms, the executed agreement will control to the extent of that conflict.

3 AIMCare Services

AIMCare provides software designed to support healthcare organisations across clinical, operational, administrative and financial workflows.

Available functionality depends on the Customer's selected plan, modules, configuration and integrations and may include workflows relating to:

• patient registration;
• appointments;
• EMR and clinical documentation;
• outpatient and inpatient management;
• nursing;
• pharmacy;
• diagnostics;
• billing;
• insurance;
• reporting and analytics;
• patient engagement;
• interoperability;
• APIs and integrations; and

administrative workflows.

AIMCare may modify, improve or update the Services from time to time, provided that contractual commitments in an applicable Order Form or agreement remain subject to that agreement.

4 Account Registration and Authorised Users

Customers are responsible for identifying the users authorised to access their AIMCare environment.

Users must:

• provide accurate account information;
• maintain the confidentiality of login credentials;
• use individual user accounts where required;
• not share credentials with unauthorised persons;
• promptly report suspected unauthorised access; and

use AIMCare only within the permissions assigned to them.

Customers are responsible for managing user access, roles and permissions within their organisation.

Activity performed using an authorised account may be treated as activity performed by that account holder or Customer unless otherwise established.

5 Permitted Use

Customers and Authorised Users may use AIMCare only:

• for lawful healthcare, business and administrative purposes;
• within the scope of their subscription or agreement;
• in accordance with applicable laws;
• in accordance with these Terms; and

in accordance with applicable professional and regulatory obligations.

Users must not:

• attempt to obtain unauthorised access to AIMCare or connected systems;
• bypass access controls;
• interfere with the operation or security of the Services;
• introduce malicious software;
• copy, reverse-engineer or attempt to derive source code except where expressly permitted by law;
• sell, sublicense or provide unauthorised third-party access to AIMCare;
• use AIMCare for unlawful, fraudulent or abusive purposes;
• upload data they do not have authority to process; or

use the Services in a manner that infringes the rights of another person.

6 Customer Responsibilities

The Customer is responsible for its use of AIMCare and for activities conducted through accounts under its control.

The Customer is responsible for:

• ensuring that it has the legal authority to collect and process Customer Data;
• providing required notices to patients, employees and other individuals;
• obtaining consent where required;
• determining which personnel should have access;
• configuring roles and permissions appropriately;
• ensuring information entered into AIMCare is accurate and appropriate;
• complying with healthcare, professional and record-keeping requirements;
• maintaining appropriate internal policies and procedures; and

determining how AIMCare outputs are used in clinical and operational decision-making.

7 Patient and Healthcare Data

As between AIMCare and the Customer, the Customer retains its applicable rights in Customer Data.

The Customer authorises AIMCare to host, process, transmit and otherwise use Customer Data as necessary to:

• provide the Services;
• perform contractual obligations;
• provide support;
• maintain security;
• operate configured integrations; and

comply with applicable law.

AIMCare will process Patient Data according to applicable agreements, documented instructions and applicable law.

Neither these Terms nor use of AIMCare transfers ownership of a healthcare organisation's patient records to AIMCare.

8 Privacy and Data Protection

Use of AIMCare is subject to our Privacy Policy and, where applicable, a Data Processing Agreement, Business Associate Agreement or other privacy-related contractual terms.

Each party is responsible for complying with the privacy and data-protection obligations applicable to its role.

Where AIMCare processes personal data solely on behalf of a Customer, AIMCare will process such information according to the applicable customer agreement and documented instructions.

9 Medical and Clinical Responsibility

AIMCare is a healthcare technology platform. It is not a hospital, clinic, healthcare professional or emergency medical service.

AIMCare does not independently diagnose patients, prescribe treatment or replace the professional judgement of qualified healthcare practitioners.

Healthcare professionals remain responsible for reviewing relevant patient information and making clinical decisions according to their professional judgement and applicable standards of care.

Nothing presented through AIMCare should be interpreted as replacing professional medical assessment where one is required.

10 AI-Enabled Features

Certain AIMCare functionality may use artificial intelligence, machine learning, automation or algorithmic processing to assist healthcare or administrative workflows.

Where such functionality is provided:

• outputs may contain errors or require additional review;
• outputs should be assessed in context;
• clinical outputs should be reviewed by appropriately qualified healthcare professionals;
• users remain responsible for decisions made using such outputs; and

AI-assisted functionality does not replace clinical judgement or applicable professional responsibilities.

AIMCare may provide additional product-specific instructions, limitations or notices for particular AI-enabled functionality.

11 Emergency Use

Unless explicitly stated otherwise in an applicable agreement, AIMCare is not an emergency-response service.

Users should not rely solely on AIMCare for emergency communication or emergency medical response.

In the event of a medical emergency, users should follow the healthcare organisation's emergency procedures and contact the appropriate emergency services.

12 Third-Party Services and Integrations

AIMCare may connect with third-party products or services, including:

• diagnostic systems;
• PACS or imaging systems;
• laboratory systems;
• payment services;
• insurance or payer systems;
• communication platforms;
• accounting or enterprise software;
• government or healthcare interoperability services;
• ABDM services; and

other APIs and integrations.

Third-party services are governed by their own agreements, availability and policies.

AIMCare is not responsible for acts, omissions, outages, changes or data-processing practices of independent third-party services except to the extent expressly agreed in writing.

13 Fees, Subscriptions and Payment

Fees for AIMCare are specified in the applicable pricing plan, quotation or Order Form.

Unless otherwise stated:

• subscription fees are payable according to the agreed billing period;
• implementation, migration, integration or professional-service fees may be charged separately;
• usage beyond included limits may incur additional charges;
• applicable taxes may be added where required;
• fees for third-party products or services may be charged separately; and

subscription changes may affect future charges.

Customer-specific commercial terms in an Order Form will take precedence over general pricing displayed on the website.

14 Implementation, Migration and Configuration

Implementation requirements vary according to Customer size, selected modules, migration requirements, integrations and configuration.

Customers must provide reasonable cooperation, information and access required for implementation.

AIMCare is not responsible for delays caused by inaccurate, incomplete or delayed Customer information, third-party systems or other matters outside AIMCare's reasonable control.

Any implementation timeline is subject to the agreed scope and dependencies.

15 Availability and Support

AIMCare will use commercially reasonable efforts to operate and support the Services according to the applicable subscription and agreement.

Specific uptime commitments, response times, support channels, maintenance terms or service credits apply only where stated in the relevant plan, Order Form or Service Level Agreement.

AIMCare does not guarantee uninterrupted operation where interruptions result from scheduled maintenance, third-party services, internet or telecommunications failures, force majeure, Customer systems or other circumstances outside its reasonable control.

16 Intellectual Property

AIMCare and its licensors retain all rights, title and interest in:

• the AIMCare software;
• platform architecture;
• user interfaces;
• documentation;
• technology;
• APIs;
• trademarks;
• designs;
• algorithms;
• software components; and

other intellectual property created or owned by AIMCare.

Except for the limited right to access and use the Services during the applicable subscription, no intellectual-property rights are transferred to the Customer or any Authorised User.

Customer Data remains subject to the rights of the Customer and relevant individuals under applicable law.

17 Feedback

If a Customer or user provides suggestions, ideas or feedback concerning AIMCare, AIMCare may use that feedback to improve its products and services without restricting the Customer's ownership of its underlying Customer Data or confidential information.

18 Confidentiality

Each party may receive confidential information from the other in connection with the Services.

Each party will take reasonable measures to protect confidential information and will use such information only for purposes related to the applicable business relationship, except where disclosure is authorised or required by law.

Patient and healthcare information will additionally be handled according to applicable privacy, security and contractual requirements.

19 Security

AIMCare maintains administrative, organisational and technical safeguards designed to protect Customer Data.

Customers remain responsible for:

• securing user credentials;
• managing authorised access;
• configuring roles appropriately;
• securing devices and local networks;
• maintaining appropriate internal security procedures; and

notifying AIMCare promptly of suspected compromise.

Security obligations agreed in a separate customer agreement or security addendum will take precedence where applicable.

20 Suspension of Access

AIMCare may suspend access to all or part of the Services where reasonably necessary to:

• address a material security risk;
• prevent unauthorised or unlawful use;
• comply with legal requirements;
• protect the integrity of the Services;
• address material breach of an applicable agreement; or

address overdue payments where permitted by the applicable agreement.

Where reasonably possible, AIMCare will provide notice before suspension.

Suspension of software access should not be interpreted as authorising AIMCare to improperly withhold healthcare information where doing so would violate applicable law or contractual obligations.

21 Term and Termination

Subscription duration and termination rights are specified in the applicable Order Form or agreement.

Upon termination:

• access rights to the Services will end according to the applicable agreement;
• outstanding fees remain payable;
• each party must comply with continuing confidentiality and data-protection obligations; and

Customer Data will be returned, exported, retained or deleted according to the applicable agreement and legal requirements.

Any provisions which by their nature should survive termination will remain effective.

22 Disclaimers

Except as expressly provided in an applicable written agreement, AIMCare is provided on an "as available" basis to the maximum extent permitted by applicable law.

AIMCare does not warrant that:

• every feature will operate without interruption;
• the Services will be free from every error;
• third-party integrations will remain continuously available; or

use of AIMCare alone will satisfy every regulatory, accreditation or professional requirement applicable to a Customer.

Customers remain responsible for evaluating whether AIMCare is suitable for their particular operational, clinical and regulatory requirements.

23 Limitation of Liability

24 Indemnification

25 Compliance with Law

Each party must comply with laws applicable to its activities under these Terms.

Healthcare organisations and professionals remain responsible for regulatory, licensing, clinical and professional obligations applicable to the healthcare services they provide.

Availability of a feature intended to support a regulatory workflow does not, by itself, constitute a representation that a Customer is compliant with every law applicable to its organisation.

26 Changes to the Services or These Terms

We may update these Terms to reflect changes to AIMCare, applicable law or our business practices.

The revised Terms will be published with an updated effective date.

Where required by law or contract, we will provide additional notice of material changes.

Changes will not override a separately executed Customer Agreement except according to the amendment provisions of that agreement.

27 Governing Law and Dispute Resolution

28 General Terms

If any provision of these Terms is found unenforceable, the remaining provisions will remain effective.

Failure to enforce a provision does not waive the right to enforce it later.

Neither party may assign rights or obligations except as permitted under the applicable Customer Agreement or law.

Neither party will be responsible for delay caused by events outside its reasonable control, subject to obligations that cannot legally be excluded.

These Terms, together with incorporated policies and applicable Customer agreements, constitute the agreement governing use of the relevant Services.

29 Contact Us

For questions concerning these Terms, contact: