Terms of Service

Last updated on 12th December, 2024

Please read these Terms of Service (“ToS”) and the MedApp Dynamics Services Description (collectively, this “Agreement”) carefully. This Agreement is between you and MedApp Dynamics Pvt. Ltd. and its affiliates (“MedApp Dynamics,” “we,” “us,” or “our”) and governs your access to and use of our Platform and Associated Services unless you and MedApp Dynamics have entered into a written Master Subscription Agreement (MSA), in which case such MSA will govern your access to and use of the Platform and Associated Services and Our Licensed Software and not these Terms of Service. You may enter into this Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement on behalf of a legal entity, you represent that you are a duly authorized representative with the authority to bind that legal entity to this Agreement. All references to “you” and “your” in this Agreement mean the person accepting this Agreement as an individual or the legal entity for which the representative is acting. Capitalized terms in this Agreement will have definitions as set forth in the applicable section where they are defined, in the MedApp Dynamics, MedZit or IXP Platform Services Description, or in Section 34 below.

We may provide the Platform and Associated Services and Our Licensed Software through MedApp Dynamics Pvt Ltd., our Holding / Operating Company’s or affiliate(s), or both. You may only use the Platform and Associated Services and Our Licensed Software in accordance with the terms and subject to the conditions of this Agreement.

READ THIS AGREEMENT CAREFULLY, AS IT PROVIDES, AMONG OTHER THINGS: (i) in Section 27, that you and MedApp Dynamics will arbitrate certain claims instead of going to court and that you will not bring class-action claims against MedApp Dynamics willingly or otherwise; (ii) in Sections 12 and 14, that certain terms and conditions apply with respect to recurring subscription Charges and automatic renewals; (iii) in Section 15, that MedApp Dynamics may make modifications, deletions, and additions to these Terms of Service and our Service Description; and (iv) in Section 26, that you release MedApp Dynamics from, and waive your right to recover from MedApp Dynamics, certain damages. You acknowledge that you will only create an account or otherwise use the Platform and Associated Services and Our Licensed Software if you agree to be legally bound by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding contract between you and MedApp Dynamics.

1. ACCOUNT INFORMATION; SHARING

1.1 Registration;

Username and Passwords. You may be required to provide information about yourself to register for and to access or use the Platform and Associated Services and Our Licensed Software. You represent and warrant that any such information, including Customer Data, is and will remain accurate and complete, and that MedApp Dynamics has no liability whatsoever for errors and omissions in your Customer Data. You may also be asked to choose a username and password to access or use the Platform and Associated Services and Our Licensed Software. We may reject, or require that you change, any such username or password, in our sole discretion. You are entirely responsible for maintaining the security of your username and password, and you agree not to disclose or make your username or password accessible to any third party.

1.2 Prohibition on Sharing;

You may not share an account, Host rights, or any other user rights with any other individual, unless otherwise expressly pre-approved by MedApp Dynamics in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your right to use or access the Platform and Associated Services and Our Licensed Software is personal to you and not assignable or transferable. You may not assign or transfer any account, Host rights, or any other user rights with any other individual, except upon (i) an individual termination of employment or relationship with their employer, as applicable, or (ii) MedApp Dynamics’s prior express written approval.

2. ORDER PROCESSING AND PROCEDURES

2.1 Order Form;

You may order the Services through a platform registration or order form approved and authorized by MedApp Dynamics (each an “Order Form”). Any order for the Services made pursuant to an Order Form is subject to the terms of this Agreement. An Order Form may contain additional or different terms, conditions, and information regarding the Services you are ordering as authorized and agreed to by MedApp Dynamics. In the event of any conflict or inconsistency between this Agreement and any Order Form authorized and agreed to by MedApp Dynamics, the applicable Order Form controls and governs over this Agreement, to the extent necessary to resolve the particular conflict or inconsistency only. MedApp Dynamics will provide the Services set forth in your Order Form and standard updates to the Services that we make generally available at no additional cost to similarly situated customers in the same geographic region during the applicable Initial Subscription Term or then-current Renewal Term. MedApp Dynamics may, in its sole discretion, (i) discontinue the Services, or (ii) modify the features or functionality of the Platform and Associated Services and Our Licensed Software.

2.2 Minimum Commitment;

You will maintain your minimum quantity of the Services set forth on your Order Form for the duration of the applicable Initial Subscription Term or then-current Renewal Term. Any timely and contractually available modification to the Services set forth on your Order Form will be effective only upon the commencement of your next Renewal Term, unless you request an increase in the Services, which will take effect as indicated in the applicable Order Form.

2.3 Outstanding Balance;

Late Payment. Without limiting our rights in this Agreement, including Sections 12.7 and 14.3, you acknowledge that MedApp Dynamics is not required to provide any new Services set forth in an Order Form until all outstanding balances due and owing for existing Services are paid in full.

3. ACCESS AND USE; Platform and Associated Services

3.1 Access and Use;

Platform and Associated Services. Subject to the terms and conditions of this Agreement, you may access and use, during the Initial Subscription Term or then-current Renewal Term, the Services as set forth on each applicable Order Form. If access to or use of any portion of the Services requires or allows for you to download, use, or install MedApp Dynamics software (“Software”), MedApp Dynamics grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license to use the Software Platform in executable format (.exe version control) on a compatible system or device for your internal use only, solely to access and use the Services during the applicable Initial Subscription Term or then-current Renewal Term. You acknowledge and agree that your access to and use of the Platform and Associated Services and Our Licensed Software under this Section 3.1 (and as otherwise provided in this Agreement) is revocable in MedApp Dynamics’s sole discretion.

3.2 Documentation License;

Subject to the terms and conditions in this Agreement, MedApp Dynamics grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license for you to use MedApp Dynamics-provided product and services documentation (“Documentation”) solely for your internal business purposes in connection with use of the Platform and Associated Services and Our Licensed Software during the applicable Initial Subscription Term or then-current Renewal Term.

3.3 Ownership;

You acknowledge that, notwithstanding anything to the contrary herein, the Services are provided to you on a subscription basis, and the Software and Documentation is provided to you under a limited license, and neither has been sold to you. You also acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services, Software, or Documentation or any Proprietary Rights relating thereto. Any copies of Software will remain the exclusive property of MedApp Dynamics. The Software may include code that is licensed to you under third party license agreements, including open source software made available or provided with the Software. Without limiting the generality of the foregoing, MedApp Dynamics owns all right, title, and interest in and to all upgrades, enhancements, new releases, changes, and modifications to the Platform and Associated Services and Our Licensed Software, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Platform and Associated Services and Our Licensed Software . Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services, Software, or Documentation, title to which at all times vests exclusively in MedApp Dynamics. None of the Services, Software, or Documentation, or any component thereof, is or shall be deemed to be a “work made for hire,”.

4. RESPONSIBILITY FOR USE AND END USERS

4.1 Use of the Services and End User Responsibility;.

You will, and you will cause your End Users to, abide by and ensure compliance with, all the terms and conditions of this Agreement. Use of the Services is void where prohibited. You are responsible for your and your End Users’ access to and use of the Platform and Associated Services and Our Licensed Software. You are responsible for the activities of all your End Users, including ensuring that all End Users will comply with the terms and conditions of this Agreement and any applicable MedApp Dynamics policies. You acknowledge that you remain liable for the acts and omissions of any third party that you allow, enable, or otherwise provide access to the Platform and Associated Services and Our Licensed Software, whether or not such access was expressly permitted by MedApp Dynamics.

4.2 Violations by End Users or Third Parties;

MedApp Dynamics assumes no responsibility or liability for violations to its attention of this Agreement by End Users or any other third party that you allow, direct, or enable to access the Platform and Associated Services and Our Licensed Software. If you become aware of any violation of this Agreement in connection with use of the Platform and Associated Services and Our Licensed Software by any person, you must contact MedApp Dynamics at info@medappdynamics.com.

4.3 Liability for Content and Data;

Under no circumstances will MedApp Dynamics be liable in any way for any data or other content viewed while using the Services, including any errors or omissions in any such data or other content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or other content.

4.4 Investigation of Use;

MedApp Dynamics may investigate any complaints and violations that come to its attention and may take any action, in its sole discretion, including issuing warnings, suspending or disconnecting the Platform and Associated Services and Our Licensed Software, removing the applicable data or other content, terminating accounts or End User profiles, or taking other reasonable actions in its sole discretion.

5. SYSTEM REQUIREMENTS, CHANGES

Your use of the Platform and Associated Services and Our Licensed Software requires one or more compatible devices, Internet access, and certain third-party software / executables, and you may be required to obtain updates or upgrades from time to time for Software or third-party software, which may result in additional costs to you. Because use of the Platform and Associated Services and Our Licensed Software involves hardware, software, and Internet access, your ability to access and use the Platform and Associated Services and Our Licensed Software may be affected by the performance of the foregoing. High-speed Internet access is recommended. You are solely responsible for any fees that may apply to your access to or use of the Platform and Associated Services and Our Licensed Software, including fees for hardware, software, Internet access, or text messages. You agree that the foregoing requirements are your responsibility, and MedApp Dynamics may, in its sole discretion, discontinue availability or compatibility of the Platform and Associated Services and Our Licensed Software, on a particular operating system, device, or platform.

6. USE OF BETA SERVICES

If you use any beta services, products, or software offered or made available by MedApp Dynamics or its affiliates, then you acknowledge that your use of the services, products, or software are governed by separate Beta Program Terms of Use and not by this Agreement.

7. RECORDINGS

You are responsible for compliance with all Laws governing the monitoring or recording of conversations as the Host or Phone Host. A Host or Phone Host can choose to record, for example, meetings, webinars, digital consultation with a doctor or a phone call. By using the Services, you authorize MedApp Dynamics to store recordings if the service is availed by You or a service provider (Medical Institution or Care Provider). You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you may choose to leave the recorded session.

8. PROHIBITED USES

You agree that you will not, and will not permit any End Users to, directly or indirectly: (i) use the Platform and Associated Services and Our Licensed Software in violation of our Acceptable Use Guidelines (which are hereby incorporated into this Agreement); (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Platform and Associated Services and Our Licensed Software, including any source code, process, data set or database, management tool, development tool, server or hosting site; (iii) knowingly or negligently use the Platform and Associated Services and Our Licensed Software in a way that abuses, interferes with, or disrupts MedApp Dynamics’s networks, your account, rights, or any other user rights, or the Services; (iv) engage in activity that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through the Platform and Associated Services and Our Licensed Software any material that may infringe, misappropriate, or violate the Proprietary Rights of third parties; (vi) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Platform and Associated Services and Our Licensed Software; (vii) use the Platform and Associated Services and Our Licensed Software for the development, production, or marketing of a service or product substantially similar to the Platform and Associated Services and Our Licensed Software; (viii) use the Platform and Associated Services and Our Licensed Software to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any applicable Law; (ix) upload or transmit any software, Customer Content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Platform and Associated Services and Our Licensed Software in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Platform and Associated Services and Our Licensed Software; (x) engage in any activity or use the Services, Software, or your account in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, Software, or any servers or networks connected to the Services or MedApp Dynamics security systems; (xi) use the Platform and Associated Services and Our Licensed Software in violation of any MedApp Dynamics policy or in a manner that violates applicable Law, including anti-spam, import and export control, intellectual property, privacy, anti-terrorism, anti-bribery, foreign corrupt practices, and any other Laws requiring the consent of subjects of audio and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights notices provided on or with the Platform and Associated Services and Our Licensed Software, including any copy thereof; (xiii) make, use, or offer the Platform and Associated Services and Our Licensed Software for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis, or use the Platform and Associated Services and Our Licensed Software for any commercial or other purpose that is not expressly permitted by this Agreement; or (xiv) make available the Platform and Associated Services and Our Licensed Software, or any features or functionality thereof, to any third party for any reason or by any manner, unless expressly permitted by this Agreement or otherwise expressly agreed to in writing by you and MedApp Dynamics.

9. COMPLIANCE WITH LAWS

You are solely responsible for your and your End Users’ compliance with all Laws that apply to your and your End Users’ access to and use of the Platform and Associated Services and Our Licensed Software, including Laws requiring you to provide proper End User notifications and to obtain proper End User consents, which may be necessary to allow MedApp Dynamics and MedApp Dynamics’s authorized third parties to access, use, and share Customer Content. You shall comply with, and ensure that all End Users comply with, all applicable Laws in connection with your obligations under this Agreement, including access to and use of the Platform and Associated Services and Our Licensed Software .

10. DATA USAGE, LICENSES AND RESPONSIBILITIES

10.1 Customer Content;

Data, content, communications, messages, files, documents, or other materials that you or your End Users generate or provide in connection with the Platform and Associated Services and Our Licensed Software, together with any resulting transcripts, recordings, outputs, visual displays, or other content, is referred to as Customer Content.

10.2 Permitted Uses and Customer License Grant;

MedApp Dynamics will only access, process or use Customer Content for the following reasons (the “Permitted Uses”): (i) consistent with this Agreement and as required to perform our obligations and provide the Services; (ii) in accordance with our Privacy Statement; (iii) as authorized or instructed by you; (iv) as required by Law; or (v) for legal, safety or security purposes, including enforcing our Acceptable Use Guidelines. You grant MedApp Dynamics a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for the Permitted Uses.

MedApp Dynamics does not use any of your audio, video, chat, attachments or other communications-like Customer Content (such as documents, images and Confidential Information) to train MedApp Dynamics or third-party artificial intelligence models.

10.3 Our Obligations Over Your Customer Content;

MedApp Dynamics will maintain reasonable physical and technical safeguards to prevent the unauthorized disclosure of or access to Customer Content. MedApp Dynamics will notify you if it becomes aware of an unauthorized disclosure or unauthorized access to Customer Content. MedApp Dynamics may use consultants, contractors, service providers, subprocessors, and other MedApp Dynamics-authorized third parties in connection with the delivery of the Platform and Associated Services and Our Licensed Software. MedApp Dynamics will ensure that any sharing of Customer Content with an authorized third party will be in compliance with applicable Law.

10.4 Customer Responsibilities;

You are solely responsible for compliance with all Laws and regulations pertaining to the Customer Content, including Laws requiring you to obtain the consent of a third party to use, license or generate Customer Content and to provide appropriate notices of third party rights. MedApp Dynamics may delete any Customer Content, at any time without notice to you if MedApp Dynamics becomes aware that it violates any provision of this Agreement or any applicable Laws. You retain all ownership rights in your Customer Content subject to any license or other rights granted herein.

10.5 Service Generated Data;

Telemetry data, product usage data, diagnostic data, and similar data that MedApp Dynamics collects or generates in connection with your or your End Users’ use of the Platform and Associated Services and Our Licensed Software are referred to as Service Generated Data. MedApp Dynamics owns all rights, title, and interest in and to Service Generated Data.

11. ELIGIBILITY; RESTRICTION ON USE BY CHILDREN

11.1 Eligibility;

You affirm that you are of legal age to enter into this Agreement and to use the Platform and Associated Services and Our Licensed Software . You affirm that you are otherwise fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. Your access may be terminated without warning if it comes to our attention that you are under the legal age to enter into this Agreement or are otherwise ineligible to enter into this Agreement or to use the Platform and Associated Services and Our Licensed Software.

11.2 Restrictions on Use by Children;

MedApp Dynamics’ Platform and Services is not intended for use by individuals under the age of sixteen (16) years old, unless it is through a School Subscriber (as defined in the MedApp Dynamics Services Description) using MedApp Dynamics for Education (K-12).

12. PAYMENTS AND CHARGES

12.1 Charges;

You agree that MedApp Dynamics’ Platform and Services may charge your credit card, debit card, or other payment mechanism selected by you and approved by MedApp Dynamics (“Payment Method”) for all amounts due and owing in connection with your use of the Services, as set forth in the applicable Order Form or otherwise used or ordered by or for you through the Services, including set up fees, one-time fees, non-recurring fees, overages, per-use charges, subscription fees, recurring fees, and any other fees and charges associated with the Services or your account (“Charges”). As provided in Section 13, unless otherwise expressly specified an Order Form, all Charges are exclusive of Taxes and Fees. You agree to promptly update your Payment Method to allow for timely payment. Changes made to your Payment Method will not affect Charges that MedApp Dynamics’ Platform and Services submits to your chosen Payment Method before MedApp Dynamics’ Platform and Services could reasonably act on your changes. Additionally, you agree to permit MedApp Dynamics’ Platform and Services to use any updated Payment Method information provided by your issuing bank or the applicable payment network and to charge your current primary Payment Method by using the details of such Payment Method saved in our system, even if such Payment Method is declined. MedApp Dynamics’ Platform and Services further reserves the right to use your backup Payment Method to the extent one is provided. By adding a backup Payment Method, you authorize MedApp Dynamics’ Platform and Services to process any applicable Charges on your backup Payment Method if your primary Payment Method is declined.

12.2 Non-Cancelable and Non-Refundable Charges;

You agree that all payments are non-cancelable for the Initial Subscription Term or the then-current Renewal Term, as applicable, and are final and non-refundable, unless otherwise agreed to by MedApp Dynamics, required by Law, or set forth in your Order Form.

12.3 Changes to Pricing;

MedApp Dynamics may change prices for the Services at any time, in its sole discretion. For changes to your Charges, MedApp Dynamics will provide you with not less than (i) thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law (each, (i) and (ii), a “Rate Change Notice”). Unless prohibited by the terms of your Order Form, any changes to your Charges will be effective upon the commencement of your next Renewal Term or other date calculated in accordance with applicable Law. If you seek to terminate or modify the Services affected by a Rate Change Notice, then you must terminate or modify your affected Services within the applicable Rate Change Notice time period. If you do not terminate or modify the affected Services within the applicable Rate Change Notice time period, then you shall be deemed to have automatically accepted the change to your Charges, unless your affirmative, express consent to such change is required under applicable Law. If required by applicable Law, we will remind you of your termination and modification right, any applicable time-period, and the consequences of not terminating.

12.4 Promotional Rates and Discounts;

Prices specified in an Order Form may include a promotional rate, discount, sale, or special offer, which may be temporary and may expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term. The expiration of the discount or promotional pricing may expire without additional notice to you, unless specified in an Order Form or as required by applicable Law. MedApp Dynamics reserves the right to discontinue or modify any promotion, discount, sale, or special offer in its sole discretion.

12.5 Collection of Charges;

You agree that if MedApp Dynamics is unable to collect the Charges for the Services through your Payment Method, MedApp Dynamics may, to the extent not prohibited by applicable Law, take any other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by MedApp Dynamics in connection with such collection activity, including collection fees, court costs, and attorneys’ fees. You further agree that, to the extent not prohibited by applicable Law, MedApp Dynamics may collect interest at the lesser of 1.5% per month or the highest amount permitted by Law on any Charges not paid when due.

12.6 Support Services and Updates;

MedApp Dynamics will provide (i) standard support as set forth in our then-current Documentation, and (ii) standard updates to the Platform and Associated Services and Our Licensed Software that are made generally available by MedApp Dynamics to similarly situated customers in the same geographic region during the Initial Subscription Term or any applicable Renewal Term. In accordance with applicable Law and the terms of this Agreement, MedApp Dynamics reserves the right to (a) modify its standard support and charge you for standard support and (b) charge you for any updates to the Services or for any premium features or functionality.

12.7 Termination or Suspension for Nonpayment;

Without limiting our rights in any other section of this Agreement, including 14.3, if any failure to pay Charges continues for five (5) calendar days following the due date, MedApp Dynamics may terminate, suspend, or disconnect your Services immediately and without prior notice.

12.8 Billing Communications;

You agree that MedApp Dynamics may contact you via email or otherwise at any time with information relevant to your use of the Services, including billing communications, regardless of whether you have opted out of receiving marketing communications or notices.

12.9 Withdrawal and Cooling-Off Period;

If under applicable Law you have a time period to terminate your Services based on a right of withdrawal, or a cooling-off period, you may request to terminate the affected Services in accordance with applicable Law and, if applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services begin before any withdrawal or cooling-off period, or you fail to terminate your Services during the right of withdrawal or cooling-off period, then you acknowledge that you lose any termination rights under this Section 12.9. Nothing in this Section 12.9 is intended to limit or exclude any of your rights that cannot be limited or excluded under applicable Law.

13. TAXES

13.1 Taxes and Fees;

Unless otherwise expressly specified by MedApp Dynamics as required by applicable Law, all prices shown by MedApp Dynamics and Charges for the Services on your account are exclusive of Taxes and Fees. Where applicable, Taxes and Fees will be charged on the invoices issued by MedApp Dynamics in accordance with applicable Laws. MedApp Dynamics, in its sole discretion, will (i) calculate the amount of Taxes and Fees due, and (ii) change such amounts without notice to you.

13.2 VAT Invoices;

If required by Law, MedApp Dynamics will issue a VAT invoice, or a document that the relevant taxing authority will treat as a VAT invoice, to you. You agree that this invoice may be issued electronically.

13.3 Tax exemptions;

If you are exempt from any Taxes and Fees, you will provide MedApp Dynamics with all appropriate tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities, to substantiate such exemption status. MedApp Dynamics reserves the right to review and validate tax exemption documentation. If the tax exemption documentation is not provided or not valid, MedApp Dynamics reserves the right to charge applicable Taxes and Fees to you.

13.4 Payment of Taxes and Withholding;

You will pay MedApp Dynamics, and you are solely responsible for any applicable Taxes and Fees. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding Taxes and Fees, as may be required by applicable Law. If any such deduction or withholding Taxes and Fees (including domestic or cross-border withholding taxes) are required on any payment, you will pay such additional amounts as necessary, such that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. You also agree to provide MedApp Dynamics with withholding tax certificates, upon MedApp Dynamics’s request, to the extent a withholding certificate is required to be sent to MedApp Dynamics under applicable Law, and you agree that MedApp Dynamics may provide your withholding tax certificate to the appropriate taxing authority without further notice to you.

13.5 Value-Added Tax – Customer Obligations;

If Taxes and Fees are due towards the taxing authorities by you instead of MedApp Dynamics, through the reverse charge or other similar mechanism, you will provide MedApp Dynamics with all appropriate evidence for MedApp Dynamics to demonstrate your business nature, such as a valid VAT registration number (or similar information required under the relevant VAT Laws). MedApp Dynamics reserves the right to review and validate your VAT registration number. If the VAT registration number is not valid, MedApp Dynamics reserves the right to nevertheless charge the applicable VAT to you. For the avoidance of doubt, if VAT is due by you to a taxing authority, through the reverse charge or other similar mechanism, you are solely responsible for paying those amounts to the relevant taxing authority, such that MedApp Dynamics receives the full amount of payment required.

13.6 Tax Determination;

Tax determination is principally based on the location where you have established your business based on your Customer Data, or if you are an individual, where you permanently reside. This location will be defined by MedApp Dynamics as your ‘Sold To’ address. MedApp Dynamics reserves the right to cross reference this location against other available evidence to validate whether your location is accurate. If your location is inaccurate, MedApp Dynamics reserves the right to charge you any outstanding Taxes and Fees.

13.7 Use and Enjoyment;

If you subscribe to any Services, and those Services are used and enjoyed by a subsidiary of you in a country that is different from your location as determined pursuant to Section 13.6, you confirm that, where required, you will treat this as a supply to your subsidiary. If you subscribe to the Services and those Services are used and enjoyed by a branch or individual in a country that is different to your location as determined pursuant to Section 13.6, you acknowledge that you will inform MedApp Dynamics of the Services that have been allocated, and you acknowledge that MedApp Dynamics reserves the right to charge Taxes and Fees based on the use and enjoyment of those Services.

13.8 Disclosures to Taxing Authorities;

In accordance with applicable tax Law, and notwithstanding any of MedApp Dynamics’s notice obligations that may arise under this Agreement, including but not limited to, Section 17.4 or pursuant to our Government Request Guide, we may disclose Customer information, including Customer Confidential Information, to a tax authority without notice to you before or after the disclosure.

14. TERM, TERMINATION AND SUSPENSION

14.1 Term and Automatic Renewal;

Each Order Form will specify your Initial Subscription Term and any applicable Renewal Term for the Services. Unless your Order Form expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal Term for the Services will begin automatically at the end of the then-current Initial Subscription Term or Renewal Term, as the case may be, unless either party provides written notice of termination or modification of the Services provided under such Order Form (i) at least thirty (30) calendar days prior to the commencement of the next Renewal Term, or (ii) within the notice period required by applicable Law (collectively, (i) and (ii), the “Renewal Notice Period”). In order to terminate or modify the affected Services, you must provide notice to MedApp Dynamics, via an email to info@medappdynamics.com, in accordance with the Renewal Notice Period. Any statutory rights you may have under the applicable Laws to terminate your Services at an earlier time during the Initial Subscription Term or any given Renewal Term remains unaffected by this clause, and, if required by applicable Law, we will send you a reminder notice prior to the commencement date of the Renewal Term (and in accordance with the notice periods specified in this Agreement or other such deadline set by applicable Law that may apply to you) reminding you of your right to terminate the affected Services and how to do so.

14.2 Customer Termination;

For more information on how to terminate your account and Services, please contact info@medappdynamics.com. If you have subscribed to one or more Services for a specific term, such termination will be effective as to each such Service on the last day of the then-current term for each applicable Service, provided that you provide proper and timely notice pursuant to Section 14.1. You may terminate this Agreement by providing written notice of termination if MedApp Dynamics has materially breached this Agreement and has not cured such material breach within thirty (30) business days of MedApp Dynamics’s receipt of your written notice of such breach. Your notice shall state the specific provision in this Agreement that you contend MedApp Dynamics has breached and set forth in reasonable detail the facts and circumstances you allege provide the basis for such breach.

14.3 MedApp Dynamics Termination Rights and Suspension;

Notwithstanding anything to the contrary herein, if you fail to comply with any provision of this Agreement or any referenced policies, guides, notices, or statements, MedApp Dynamics may (i) immediately suspend your access to the Services, or (ii) terminate this Agreement, effective immediately. If MedApp Dynamics chooses to suspend your Services and the failure to comply continues, MedApp Dynamics may exercise any or all of its termination rights in this Section 14.3. Additionally, MedApp Dynamics may terminate this Agreement, for any reason or no reason, upon thirty (30) business days’ advance notice.

14.4 Effect of Termination or Suspension;

Upon any termination of this Agreement, you must cease any further use of the Platform and Associated Services and Our Licensed Software, except for any access rights granted in Section 14.5. No expiration or termination of this Agreement will affect your obligation to pay all Charges that may have become due before such expiration or termination, including that MedApp Dynamics may retain any Charges previously paid by you if this Agreement is terminated, unless prohibited by applicable Law. If your Services are suspended for your failure to comply with this Agreement, you will be liable for all Charges due and owing during the period of suspension.

14.5 Deletion and Access to Customer Data After Termination;

For 30 days post-expiration, you may request your Customer Data, subject to retrieval charges based on its scale, nature, or volume. Processing times vary accordingly. Some data may be retained per legal, regulatory, or administrative requirements. Once provided, requested data remains accessible for 30 days before re-archiving, requiring a new request with additional charges. Customer Content will be deleted per applicable laws, this Agreement, and our standard deletion protocols. All access during this period is governed by this Agreement.

15. MODIFICATIONS TO THIS AGREEMENT

15.1 General Changes;

MedApp Dynamics may make modifications, deletions, and additions to this Agreement (“Changes”) from time to time in accordance with this Section 15.1. Changes to these Terms of Service will be posted here or in our Service Description located here, which you should regularly check for the most recent version and also save the most up to date version in your files. When Changes are made, MedApp Dynamics will indicate the effective date of the Changes at the top of the Terms of Service. Changes to this Agreement do not create a renewed opportunity to opt out of arbitration (if applicable). If you continue to use the Services after the effective date of the Changes, then you agree to the revised terms and conditions. In some instances, MedApp Dynamics may notify you of a Change and also may request express confirmation of your consent to a Change. If a Change requires a specific notice pursuant to applicable Law, MedApp Dynamics will provide you with such notice in the manner prescribed by applicable Law, together with any required notification of your rights.

15.2 Other Changes;

You agree that MedApp Dynamics may modify, delete, and make additions to its guides, statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage. In some instances, you may subscribe to these webpages using an authorized email in order to receive certain updates to policies and notices.

15.3 Change Notifications;

It is your responsibility to keep your email address up to date for any notices that MedApp Dynamics may send to you from time to time and to regularly review this Agreement by reviewing these Terms of Service and the Services Description.

16. MedApp Dynamics PROPRIETARY RIGHTS and FEEDBACK

16.1 Feedback;

If you or any of your employees, contractors, agents, or End Users send, transmit, or otherwise provide any feedback, comments, suggestions, questions, or the like, regarding the Platform and Associated Services and Our Licensed Software, including any ideas, know-how, concepts, enhancements, recommendations, or other information relating to the Platform and Associated Services and Our Licensed Software, including suggesting or recommending changes to the Platform and Associated Services and Our Licensed Software such as new features or functionality relating thereto (collectively, “Feedback”), you acknowledge that (i) MedApp Dynamics owns, and MedApp Dynamics shall retain ownership of, all right, title, and interest in and to such Feedback, including any Proprietary Rights therein, and (ii) MedApp Dynamics may, but is not required to use, the Feedback, including any Proprietary Rights therein, for any purpose whatsoever without any attribution, financial compensation, or reimbursement of any kind to you or any third party. You hereby unconditionally and irrevocably assign and agree to assign to MedApp Dynamics on your behalf, and you shall cause your employees, contractors, agents, and End Users to unconditionally and irrevocably assign and agree to assign, all right, title, and interest in and to the Feedback, including all Proprietary Rights relating thereto. All Feedback is and will be treated as MedApp Dynamics Confidential Information until MedApp Dynamics, in its sole discretion, chooses to make any specific Feedback non-confidential.

16.2 Ownership of MedApp Dynamics Property;

MedApp Dynamics, its affiliates, its licensors, and suppliers (as applicable) own and shall retain ownership of (i) all Service Generated Data (as provided in Section 10.5), (ii) all Feedback (as provided in Section 16.1), (iii) the Platform and Associated Services and Our Licensed Software, and any underlying or other technology and intellectual property embodied or contained in, used to provide or support, or otherwise associated or provided in connection with, the Platform and Associated Services and Our Licensed Software, including all Proprietary Rights related thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons, insignia, symbols, interface and other designs, domain names and corporate names, and the like (whether registered or unregistered) (“MedApp Dynamics Marks”) associated or displayed with the Platform and Associated Services and Our Licensed Software, together with the goodwill associated with any of the foregoing MedApp Dynamics Marks (all of the foregoing, collectively “MedApp Dynamics Property”). You may not frame or utilize framing techniques to enclose any MedApp Dynamics Marks, or other proprietary materials or information (including images, text, page layout, or form) of MedApp Dynamics without our express prior written consent. You may not use any meta tags or any other “hidden text” utilizing MedApp Dynamics Marks without our express prior written consent. No rights to use the MedApp Dynamics Marks are provided to you herein.

16.3 Reservation of Rights;

MedApp Dynamics reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any Proprietary Rights or other right, title, or interest in or to any MedApp Dynamics Property or other intellectual property provided in connection with this Agreement or the Platform and Associated Services and Our Licensed Software.

17. CONFIDENTIALITY

17.1 Definition;

“Confidential Information” means: (i) with respect to MedApp Dynamics, any information disclosed by, for, or on behalf of MedApp Dynamics, directly or indirectly, to you or any End User in connection with this Agreement, the Platform and Associated Services and Our Licensed Software, or learned or accessed by you or any End User in connection with the Platform and Associated Services and Our Licensed Software, including business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans, however it is conveyed in any form or medium, together with all information derived from the foregoing, and any other information that is designated as being confidential (whether or not it is marked as “confidential”) or which is known by you or the End User or reasonably should be understood by you or the End User to be confidential (“MedApp Dynamics Confidential Information”); and (ii) with respect to you, any information disclosed by you to MedApp Dynamics that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security and technical information that is clearly and conspicuously marked as “confidential” by you (“Customer Confidential Information”). Customer Content is not Customer Confidential Information; however, Customer Content will be protected in accordance with Section 10.3.

17.2 Exclusions;

Confidential Information does not include information that: (i) is already rightfully known to the receiving party at the time it is received, free from any obligation to keep such information confidential; (ii) becomes publicly known or available through no act or omission of the receiving party or any third party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; or (iv) is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.

17.3 Obligation of Confidentiality

You and MedApp Dynamics shall take reasonable steps to maintain the confidentiality of each other’s Confidential Information using measures that are at least as protective as those taken to protect its own information of a similar sensitivity, but in no event using less than a reasonable standard of care. Neither you nor MedApp Dynamics will disclose the other party’s Confidential Information to any person or entity except to its employees, advisors, and attorneys who have a strict need to know the information in connection with this Agreement and who are bound by confidentiality obligations at least as protective as the provisions herein. In addition to the foregoing permitted disclosures, MedApp Dynamics also may disclose Customer Confidential Information to its consultants, contractors, service providers, subprocessors, and other third parties who are bound by confidentiality obligations at least as protective as the confidentiality provisions herein.

17.4 Permitted and Compelled Disclosures;

Notwithstanding the restrictions in this Section 17 and without limiting any other rights of MedApp Dynamics, including our disclosure rights without notice in Section 13.8, we may disclose Customer Confidential Information received in connection with this Agreement, the Platform and Associated Services and Our Licensed Software to the extent authorized in our Government Request Guide or as required by applicable Law; provided, however, that MedApp Dynamics will first notify you, unless providing such notice or timely notice is: (i) prohibited by applicable Law; or (ii) determined by MedApp Dynamics in its sole discretion to be (a) a risk or potential risk of harm to a person or to the health of a person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a threat to the Services, Software, or MedApp Dynamics’s rights or property.

18. THIRD PARTY PROPRIETARY RIGHTS

You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with your or your End Users’ use of the Platform and Associated Services and Our Licensed Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Content to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Content and receive all Customer Content in the form provided by MedApp Dynamics, in connection with your or your End Users’ use of the Platform and Associated Services and Our Licensed Software. MedApp Dynamics may deny access to the Services to any End User who is alleged to infringe another person’s Proprietary Rights and may remove any stored Customer Content upon MedApp Dynamics’s receipt of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting the foregoing, if you believe that any of your Proprietary Rights have been infringed in connection with the Services, notify MedApp Dynamics by contacting us at info@medappdynamics.com.

19. TERMS OF USE OF APP STORE

i. APPLE iOS TERMS OF USE: By accessing or downloading a MedApp Dynamics application from the Apple App Store, you are agreeing to Apple’s Licensed Application End User License Agreement (“Apple Terms”). This Agreement governs if there is a conflict with the Apple Terms.

ii. ANDROID TERMS OF USE: By accessing or downloading a MedApp Dynamics application from the Google Play Store, you are agreeing to Google’s Licensed Application End User License Agreement (“Google Terms”). This Agreement governs if there is a conflict with the Google Terms.

20. THIRD-PARTY INTEGRATIONS AND OFFERINGS

The Platform and Associated Services and Our Licensed Software may interoperate, integrate, or be used in connection with third party offerings and services (“Third-Party Offerings”). MedApp Dynamics is not responsible for, and MedApp Dynamics hereby disclaims any liability for, any act or omission of any provider of Third-Party Offerings or the operation of any Third-Party Offerings, including access to, modification of, or deletion of data, regardless of whether MedApp Dynamics or a Service endorses, approves, or supports any such Third-Party Offerings. MedApp Dynamics does not guarantee the interoperation, integration, or support of any Third-Party Offerings. MedApp Dynamics may, at any time, in its sole discretion, modify the Platform and Associated Services and Our Licensed Software, which may result in the failed interoperation, integration, or support of Third-Party Offerings. You have sole discretion whether to purchase or connect to any Third-Party Offerings, and your use of any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.

21. EXPORT RESTRICTIONS

You acknowledge that the Platform and Associated Services and Our Licensed Software, or a portion thereof, are subject to applicable Indian export control and trade regulations, including but not limited to the Foreign Trade Policy of India, the Customs Act, 1962, and any regulations issued by the Directorate General of Foreign Trade (DGFT), as well as applicable international export control and trade sanctions laws (collectively, “Export Control and Sanctions Laws”). MedApp Dynamics will provide any necessary export classification information applicable to its Platform, Associated Services, and Our Licensed Software upon request. You and your End Users may not access, use, export, re-export, divert, transfer, or disclose any portion of the Platform, Associated Services, and Our Licensed Software, or any related technical information or materials, directly or indirectly, in violation of applicable Indian export control laws and trade regulations.

You represent and warrant that:

(i) You and your End Users:

(a) are not citizens of, or located within, any country or territory subject to trade sanctions or export control restrictions under Indian laws or applicable international laws, including but not limited to Afghanistan, North Korea, and Iran, and that you and your End Users will not access, use, export, re-export, divert, or transfer the Platform, Associated Services, and Our Licensed Software to such countries or territories;

(b) are not persons or entities identified on any restrictive lists maintained by Indian authorities, including the Directorate General of Foreign Trade (DGFT)’s Denied Entities List, or by international authorities, such as the United Nations Security Council sanctions list; and

(c) will not engage in or facilitate the use of the Platform, Associated Services, and Our Licensed Software for prohibited military purposes or any other use restricted by Indian or applicable international laws.

(ii) No Customer Content created or submitted by you or your End Users is subject to any restriction on disclosure, transfer, download, export, or re-export under applicable Indian export control laws and trade regulations.

You are solely responsible for complying with the export control and trade regulations under Indian laws, including but not limited to the Foreign Trade Policy, the Customs Act, 1962, and any rules or notifications issued by the Directorate General of Foreign Trade (DGFT), as well as monitoring them for any modifications. Any list of countries or restrictions in this clause will be deemed updated to reflect changes in the applicable Indian laws and regulations.

22. NO HIGH RISK USE AND SAFE USE

The Platform and Associated Services and Our Licensed Software are not designed for use in hazardous or high-risk environments requiring fail-safe controls, including operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support, combat operations, or weapons systems. You shall not use The Platform and Associated Services and Our Licensed Software for or in connection with any high-risk environment. you further agree not to use The Platform and Associated Services and Our Licensed Software in an unsafe manner, including while driving, walking, or otherwise without your full attention where risk to you, your end users, or others may arise or result.

23. NO WARRANTIES

you agree that The Platform and Associated Services and Our Licensed Software are provided “As Is” and MedApp Dynamics, its affiliates, suppliers, and licensors expressly disclaim all warranties of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement. MedApp Dynamics, its affiliates, suppliers, and licensors make no guarantee, promise, warranty, or representation (i) regarding the results that may be obtained from the use of The Platform and Associated Services and Our Licensed Software, (ii) regarding the accuracy or reliability of any information obtained through The Platform and Associated Services and Our Licensed Software, or (iii) that The Platform and Associated Services and Our Licensed Software will meet any user’s requirements, or be uninterrupted, timely, secure, or error free. any material or data downloaded or otherwise obtained through the use of The Platform and Associated Services and Our Licensed Software is at your own discretion and risk. you will be solely responsible for any damage to you resulting from the use of The Platform and Associated Services and Our Licensed Software. The entire risk arising out of use or performance of The Platform and Associated Services and Our Licensed Software remains with you. MedApp Dynamics does not assume any responsibility for retention of any data, including customer content and customer data, user information, or communications between users. Use of The Platform and Associated Services and Our Licensed Software is at your sole risk.

24. INDEMNIFICATION

To the extent not prohibited by applicable Law, you agree to indemnify, defend, and hold MedApp Dynamics and its affiliates and each of our licensors and suppliers (“Indemnified Parties”) harmless, including any officers, directors, employees, shareholders, members, consultants, and agents of the Indemnified Parties, from any third party allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’ fees) arising out of or related to (i) your or your End User’s use of the Platform and Associated Services and Our Licensed Software, (ii) your or your End User’s breach of this Agreement or violation of applicable Law, (iii) your or your End User’s infringement or violation of any Proprietary Rights or other right of any person or entity, (iv) your relationship with your End User or any dispute between you and your End User, or (v) a personal injury or property damage to a third party relating to your or your End User’s acts or omissions.

25. LIMITATION ON LIABILITY

Read this section carefully as it limits our liability to you.

MedApp Dynamics and its affiliates and each of their licensors, and suppliers will not be liable for any:

Special, Incidental, Indirect, Consequential, Exemplary, Or Punitive Damages;
Loss Of Business Profits, Business Interruption, Loss Of Business Information, Loss Of Business Opportunity;
Unauthorized Access To, Loss Of, Deletion Of, Or Alteration Of System Data, Customer Content, Or Customer Data;
Costs Related To The Procurement Of Substitute Goods Or Services;
Termination, Suspension, Discontinuance, Or Disconnection Of The Services;
A Failure Of Your Internet Services, Downtime, Or Maintenance;
Our Failure To Provide Technical Or Other Support Services; Or Damages

In the aggregate for all claims arising out of or related to this agreement, exceeding the amount actually paid by you for the services (if any) in the twelve (12) months preceding the event or circumstances giving rise to such claims. These exclusion of damages and limitations on available damages apply to all claims, obligations, and liabilities arising out of or related to this agreement, and whether arising in tort (including negligence or strict liability), statute, contract, or any other legal theory, even if MedApp Dynamics, its affiliates, or our licensors or suppliers have been advised of the possibility that such damages may be incurred by you and even if your remedies fail of their essential purpose.

Because some states and jurisdictions do not allow certain exclusions of damages or limitations on liability, the above limitation only applies to you to the extent that the exclusions of damages or limitations on liability are not prohibited under applicable law.

26. DISPUTE RESOLUTION, ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER

You agree to resolve certain disputes with MedApp Dynamics through binding arbitration (“Arbitration Agreement”). Arbitration means that an arbitrator, and not a judge or a jury, will decide the dispute. The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. This Arbitration Agreement supersedes all prior versions.

26.1 Covered Disputes;

You and MedApp Dynamics agree that any dispute or claim between you and MedApp Dynamics arising out of or relating to this Agreement or the Services (a “Dispute”), including any related software, hardware, integrations, advertising or marketing communications, your account, or any aspects of your relationship or transactions with MedApp Dynamics, will be resolved through binding arbitration in accordance with the laws of India, rather than in a court of law. For purposes of this Arbitration Agreement, a Dispute will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement, as well as claims that may arise after the termination of this Agreement. Any lawsuits or arbitrations filed, or that may be filed in the future, could affect you. Your agreement to this Arbitration Agreement may affect your participation in such actions.

26.2 Exceptions to Arbitration;

This Arbitration Agreement shall not require arbitration of the following types of claims brought by either you or MedApp Dynamics: (i) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and (ii) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

26.3 Informal Dispute Resolution First;

We want to address any Disputes without needing arbitration. If you have a Dispute with MedApp Dynamics, prior to initiating arbitration, you agree to mail an individualized request (“Pre-Arbitration Demand”) to ATTN: info@medappdynamics.com so that we can work together to resolve the Dispute. A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all. The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature. Likewise, if MedApp Dynamics has a Dispute with you, MedApp Dynamics will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your MedApp Dynamics account. If the Dispute is not resolved within sixty (60) calendar days of when either you or MedApp Dynamics submitted a Pre-Arbitration Demand, an arbitration can be brought. If you or MedApp Dynamics have a Dispute involving claims under the exception to arbitration in Section 27.2(2), then this Section 27.3 does not apply to such Dispute. You agree that compliance with this Section 27.3 is a condition precedent to commencing arbitration, and that the arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures.

26.5 Jury Trial Waiver;

You and MedApp Dynamics hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and MedApp Dynamics are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 27.2 above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

26.6 Mass Action Waiver;

You and MedApp Dynamics agree that, except as specified in Section 27.7 below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis, and the parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 27.6 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and MedApp Dynamics agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and shall be pursued within the jurisdiction of Chennai, India. This subsection does not prevent you or MedApp Dynamics from participating in a class-wide settlement of claims.

26.7 Settlement Offers and Offers of Judgment.

At least ten (10) calendar days before the date set for the arbitration hearing, you or MedApp Dynamics may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitration provider, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within thirty (30) calendar days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs from the time of the offer (which, solely for purposes of offers of judgment, may include reasonable attorneys’ fees to the extent they are recoverable by statute, in an amount not to exceed the damages awarded).

The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual settlement offer(s) or offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended.

26.8 Arbitration Costs;

Your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules.

26.9 Requirement to File Within One Year;

To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Agreement (with the exception of disputes under Section 27.2(2)) must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be permanently barred. The statute of limitations and any arbitration cost deadlines shall be tolled while the parties engage in the informal dispute resolution process required by Section 27.3 above.

26.10 Opt-Out;

You may reject this Arbitration Agreement and opt out of arbitration by sending an email to info@medappdynamics.com within (i) thirty (30) calendar days of April 1, 2023 if you are an existing user, or (ii) thirty (30) calendar days of the date you created your account if you are a new user. Your opt-out notice must be individualized and must be sent from the email address associated with your individual MedApp Dynamics account. An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties. No individual (or their agent or representative) may effectuate an opt out on behalf of other individuals. Your notice to opt-out must include your first and last name, address, the email address that you have associated with MedApp Dynamics, and an unequivocal statement that you decline this Arbitration Agreement. If you do decide to opt out, that opt out will apply to this Arbitration Agreement and all previous versions thereof, and neither party will have the right to compel the other to arbitrate any Dispute. However, all other parts of this Arbitration Agreement will continue to apply to you, and opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may enter into in the future with us.

26.11 Severability;

Except as provided in Section 27.6 above, if any provision of this Arbitration Agreement is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision.

27. ANONYMIZED AND AGGREGATED DATA

You agree that MedApp Dynamics may obtain and aggregate technical and other data about your and your End Users use of the Platform and Associated Services and Our Licensed Software on a de-identified or anonymized basis (“Aggregated Anonymous Data”), and MedApp Dynamics may use the Aggregated Anonymous Data in accordance with applicable Law, including to analyze, develop, improve, support, and operate the Platform and Associated Services and Our Licensed Software provided to you or other unrelated customers, during and after the term of this Agreement, including to generate industry benchmarks or best practices guidance, recommendations, or similar reports.

28. INDIAN DATA PRIVACY ADDENDUM

Where we process your personal data, sensitive personal data, or personally identifiable information in the provision of Services to you, you acknowledge that MedApp Dynamics is acting as a “data processor” on your behalf, and you determine the means and purposes of the processing in compliance with applicable Indian data privacy laws. If you are:
(i) a “data fiduciary,” and we process “personal data” or “sensitive personal data” (as those terms are defined under the Information Technology Act, 2000, the Information Technology [Reasonable Security Practices and Procedures and Sensitive Personal Data or Information] Rules, 2011, or any successor legislation, including the proposed Digital Personal Data Protection Act, 2023) on your behalf;
(ii) a similar entity or meet equivalent criteria under any other applicable Indian laws and regulations concerning data protection and privacy, then our Indian Data Privacy Addendum is incorporated herein by reference and applies to our “processing” of your “personal data” and “sensitive personal data” (as defined under the applicable laws).

30. POLICIES AND DATA PROCESSING ADDENDUM

30.1 Privacy Notice;

You consent to and agree to our Privacy Notice, and you are on notice of and acknowledge that our collection, sharing, and processing (which may include organizing, structuring, storing, using, or disclosing) of your personal data will be subject to our Privacy Notice and, if applicable, our Data Processing Addendum.

30.2 Data Processing Addendum;

If you are a business, enterprise, or education account owner and your use of the Services requires MedApp Dynamics to process an End User’s personal data under a data processing agreement, MedApp Dynamics will process such personal data subject to MedApp Dynamics’s Data Processing Addendum.

31. MARKETING

You grant MedApp Dynamics permission and the right to (i) identify you as a customer and to use your logo across MedApp Dynamics marketing materials (e.g., the MedApp Dynamics Website, emails, presentations, brochures), and (ii) develop content around your experience as a MedApp Dynamics customer (e.g., a written case study or video case study). Any content created under the foregoing clause (ii) of this Section 32 will be created in cooperation with you and used only upon your written approval. MedApp Dynamics will use any trademarks provided by you pursuant to clause (i) of this Section 32 in accordance with any reasonable brand guidelines that you provide to us in writing prior to our use.

32. MISCELLANEOUS

33.1 Assignment, Successors and Assigns;

You may not assign your rights or transfer any of your obligations under this Agreement without our prior express written consent. Any purported assignment or transfer in violation of this section is null and void. We may assign our rights or transfer any or all of our obligations under this Agreement at any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of all or substantially all of our assets, or (ii) to our affiliate. This Agreement is binding upon, and ensures to the benefit of, the parties and their respective permitted successors and assigns.

33.2 Contracting Entity;

If your MedApp Dynamics account reflects a bill to or sold to address in India, the contracting entity under this Agreement shall be MedApp Dynamics’s or its authorised subsidiaries only,

33.3 Governing Law, Jurisdiction, and Venue;

The laws of the Republic of India govern all matters arising out of or relating to this Agreement, including its interpretation, construction, performance, and enforcement, regardless of any conflict of laws principles. Except as otherwise provided in Section 27, the parties consent to the exclusive jurisdiction of the courts of Republic of India for any disputes arising under or in connection with this Agreement. Notwithstanding the above, you and MedApp Dynamics agree that this paragraph does not preclude either you or us from initiating any proceedings (including nullity proceedings) before the United States Patent Trial and Appeal Board (PTAB), United States Trademark Trial and Appeal Boards (TTAB), the United States Patent and Trademark Office (PTO), the United States Copyright Office, or any foreign patent, trademark, or copyright office, as long as any such proceeding relates to the validity, enforceability, or unenforceability of any copyright, patent, trademark, or other intellectual property right owned or assigned to either you or MedApp Dynamics. If you are acting as a consumer under this Agreement and are domiciled in a Member State of the European Union or the European Economic Area, or in the United Kingdom, the foregoing choice of governing law will not deprive you of the protection afforded to you by provisions that cannot be derogated from by agreement by virtue of the Laws applicable to you where you habitually reside.

33.4 Language and Translations;

All notices and communications under this Agreement must be provided in the English language. If we provide a translation of the English-language version of this Agreement, then the English-language version of this Agreement controls in the event of conflict or inconsistency.

33.5 Merger and Integration;

This Agreement constitutes and embodies the final agreement between you and MedApp Dynamics and contains the complete and exclusive expression of your and our agreement pertaining to its subject matter. All prior or contemporaneous writings, negotiations, and discussions between you and MedApp Dynamics regarding the subject matter hereof are expressly merged into and superseded by this Agreement. We expressly object to and do not agree to any terms and conditions presented by you that are in addition to or different from those contained in this Agreement or an Order Form. You acknowledge that no terms and conditions presented by you that purport to add to, modify, or vary the terms and conditions of this Agreement or an Order Form will be binding on us, including (i) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or preprinted form, or (ii) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, neither you nor MedApp Dynamics has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement.

33.6 No Agency Relationship;

MedApp Dynamics and you are independent contractors and do not intend to create an express or implied agency relationship by entering into this Agreement, whether arising under national, regional or state common law of agency.

33.7 No Third-Party Rights or Remedies;

This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than MedApp Dynamics and you.

33.8 Notice;

We may give notice to you by (i) electronic mail to your email address on record in your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to your address on record in your account information. You are responsible for ensuring that your email address and property address on record are current. You agree that any notice sent to the then-current email or property address in our systems is adequate and binding notice upon you. You will provide notice to us (such notice is deemed given when received by MedApp Dynamics) by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to MedApp Dynamics at “Attention Legal Dept., MedApp Dynamics Pvt. Ltd., info@medappdynamics.com

33.9 Severability;

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way. You and MedApp Dynamics intend that any invalid, illegal, or unenforceable portions of this Agreement will be interpreted to provide the greatest effect and intent of the original. If a construction of the invalid, illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable portion will be severed from this Agreement and the rest of this Agreement will remain in full force and effect.

33.10 Survival;

All sections of this Agreement which, by their nature should survive termination or expiration, will survive, including sections pertaining to confidential information, MedApp Dynamics’s Proprietary Rights, license rights granted by you to MedApp Dynamics, payment obligations, warranty disclaimers, indemnification, arbitration, and the limitation on liability.

33.11 Waiver;

MedApp Dynamics’s failure to exercise any right or enforce any condition or provision under this Agreement does not operate as a current or future waiver. For any waiver to be effective against us, the waiver must be in a writing signed by MedApp Dynamics’s duly authorized representative.

33.12 Interpretation;

Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural and vice versa, where appropriate and unless otherwise specified. Any use of the term “e.g.” or “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”

34. DEFINITIONS

The following definitions apply to this Agreement. Service-specific definitions are located in the terms of the specific service.

“Customer Data” means information provided to MedApp Dynamics so that MedApp Dynamics can fulfill the terms of this Agreement and provide access to the Services (e.g., company name, billing address, taxpayer ID number, VAT registration number, contact name and information).

“End User” means a Host or Participant who uses the Services.

“Host” has the meaning given in the MedApp Dynamics Services Description.

“Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form.

“Law” means all Indian. or non-Indian national, regional, state, provincial or local law, statute, rule, regulation, ordinance, administrative ruling, judgment, decree, order, directive, or policy applicable to MedApp Dynamics’s provision of and your use of the Platform and Associated Services and Our Licensed Software.

“Proprietary Rights” means any copyright, patent, trade secret, know-how, trademark, servicemark, trade name, rights of publicity, or other intellectual property or proprietary rights.

“Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form.

“Services” means (i) any services described in the Services Description and made available to you as set forth in an Order Form that references this Agreement, (ii) any free services provided by MedApp Dynamics to you, in its sole discretion, in connection with this Agreement and whether or not described in the Services Description, (iii) any support services provided by MedApp Dynamics to you in accordance with our then-current Documentation, an Order Form that references this Agreement, or both, and (iv) the MedApp Dynamics Website, including any access to or use of the MedApp Dynamics Web/Mobile Application.

“Taxes and Fees” means all applicable sales, use, environmental or regulatory taxes (including VAT), fees, tariffs, duties (including customs duties), or other charges, surcharges or assessments of similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the foregoing) levied on or otherwise associated with the provision of the Services to you or your use thereof (exclusive of any income tax imposed on MedApp Dynamics).

“VAT” means any value added tax, and any other tax of a similar nature, whether imposed in a Member State of the European Union in substitution for, or levied in addition to, such tax, or imposed elsewhere, any Goods and Services Tax, PIS/COFINS, any similar indirect Tax or any Tax analogous thereto imposed in connection with, or otherwise relating to, the Services rendered by MedApp Dynamics to you.

“MedApp Dynamics Web-based Application” means MedApp Dynamics’s web client available through the MedApp Dynamics Website that allows you and End Users to join a Meeting in a web browser without downloading any plugins or software.

“MedApp Dynamics Website” means MedApp Dynamics’s website located at https://medappdynamics.com/ or such other websites as MedApp Dynamics may maintain from time to time.