NOW IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS:-

1.Services:

The Panellist hereby subscribes to the services of the scheme on the terms and conditions herein recorded.

2.PLAN OF OPERATION:

The Company and the Hospital/Clinic agree that following are the plan of operation for their collaboration:

2.1Full details of the services offered by the Hospital/Clinic will be given to the Company including but not limited to dates of availability of such services, services offered, terms for booking such services, specialities (if any), fees charged for such services, applicable taxes, any restrictions, etc. For the basic purposes of being listed in the portal.

2.2The Company will reflect information as provided by the Medical practitioner on the website on the website of the Company or make such information available through any medium which forms part of the Portal. Such Services, as listed through the website shall tantamount to an offer to the Patient and the Hospital/Clinic shall be bound to provide the same as per the terms governing such services. The Company is under no liability to verify if the Hospital/Clinic can provide such services.

2.3Once the services are subscribed to, the Hospital/Clinic will immediately be informed by e-mail and SMS of dates, names, time of arrival and further information including requests for additional services (if any). All communication will be done via e-mails and SMS and Hospital/Clinic is obligated to ensure its ready access to the same. Also, the Hospital/Clinic shall depute a point of contact for any clarifications by the Company or the Customers. Customers/users will be permitted to cancel their services up to 1 day in advance.

2.4An attractive profile page for the Hospital/Clinic will be created on the web-site of the Company or on other advertising means (print or electronic) illustrating the Hospital/Clinic, listing the services offered and the fees applicable. The Hospital/Clinic shall provide the maximum possible details.

2.5Hospital/Clinic will decide their own fees for such services. Where the Hospital/Clinic is dealing with other portals or intermediaries of any kind, the Hospital/Clinic shall ensure that the fees charged by him for services routed from other online portals or intermediaries is not less than charged for appointments through the Company.

3.Hospital/Clinic’s Obligations:

3.1The Hospital/Clinic understands that when they receive demand for services through the Portal, the Hospital/Clinic shall accept responsibility for their conduct and dealing with the Customers and the Company’s role is limited to introduction, booking the services, co-ordinating with the patient from the time of booking the appointment to the time of availment of services and data management. Furthermore, Hospital/Clinic agrees that the Company shall not be under any obligation whatsoever to pay compensation or meet any costs or expenses that may be applicable as a result from any action (inaction) of the user/Customer or the Hospital/Clinic.

3.2 Hospital/Clinic undertakes to maintain the highest standards and propriety as per the ethics applicable to its services. Without affecting the generality of the above, the following form part of (but not limited to) the Hospital/Clinic’s obligation:

3.2.1Hospital/Clinic agrees that once a service is booked through the Portal, the same is binding on the Hospital/Clinic. The Hospital/Clinic shall inform the Company immediately, in advance, in case of any unavoidable circumstances due to which it cannot provide such services to enable the Company to intimate the same to the Customers well in advance. However, 2 incidents in 3 months of this nature will tantamount to Hospital/Clinic’s default for the purposes of the present Agreement. Hospital/Clinic agrees to indemnify the Company from any loss or consequences on the Company arising from failure to deliver the service provided by the Hospital/Clinic.

3.2.2 Hospital/Clinic undertakes that it possesses all the legal licences as required from the state/central govt., local municipal body or any other authority to run the plan of operation.

3.2.3A specified enmployee/ point of contact would be available for queries of the Customers availing the services through the Portal. Further, the such designated Point of contact shall attend and respond to all calls / SMS communication from Company’s office/ staff for confirming / cancelling or any communication related to the provision of services. Upon the service being rendered, the Hospital/Clinic shall duly inform the Company that such service, as booked, has been duly conducted by way of SMS/email or in the manner as specified by the Company from time to time. It is clarified that no confidential patient details are required to be shared with the Company and the Hospital/Clinic is merely required to intimate for calculation of the Administering Fee the purpose of payment of the accrued applicable fee for service, if any.

3.2.4Where the payment are being made by the user/Customer directly to the Hospital/Clinic, the Hospital/Clinic shall make sure that no additional or extra charge is made against the specific head other than that specifically listed by the Company in its portal. Hospital/Clinic can also add / edit any additional activities with information to the Company.

3.2.5The Hospital/Clinic may upload articles (which are originally written by its employees), case studies, audio / video online in such profile. The Hospital/Clinic represents and warrants that the copyright and/or any other Intellectual or proprietary rights in such articles, case studies, etc vest in him or have been legally acquired and/or available to him. The Hospital/Clinic further warrants that such article shall not infringe any copyright, trademark, trade secret or other intellectual or proprietary right of any person. The Company will not be responsible and can remove such data if reported as violating any copyright issues and shall be indemnified by the Hospital/Clinic for any cost or consequence arising on it.

4.Nothing in this Arrangement shall imply a relationship of employment, agency, association of persons, partnership or joint venture between the Hospital/Clinic and the Company.

5.The Hospital/Clinic shall and at its own cost insure itself with an insurer against all claims and liabilities arising, whether at common law or any of the statutes relating to compensation for any negligence or deficiency of service.

6.The Hospital/Clinic hereby agrees to indemnify, defend, and hold the Company harmless from and against all losses arising from or related to any contingency arising out of any negligence of deficiency in service or any suit for damages, recovery or of any nature arising out of negligence or deficiency in service. The Company shall not be considered a bailee of or otherwise be responsible in any way for products or services used.

7.Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this service, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information and all right, title and interest in any Intellectual property and to such will remain solely with the Company.

8.This agreement is valid for a period of 1 year from the date of execution. Renewal of the same shall be at the sole discretion of the Company.

9.Either party may terminate this arrangement if the other party breaches any material term or condition of this agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within seven (15) days after receipt of written notice from the other party. Within thirty (30) days of such termination, each party will return all Confidential Information of the other party in its possession and will not make or retain any copies of such Confidential Information. If the termination is due to Hospital/Clinic’s default, any unpaid amounts as due to the Hospital/Clinic will be liable to be forfeited by the Company.

10.Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inactions of the parties), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

11.Neither party may use the other’s name, trademarks, service marks or other intellectual property without the written permission of the other, except that Company may include descriptive information relating to the Hospital/Clinic in its standard marketing materials. This Agreement contains all the terms and conditions agreed to by the parties and supersedes all other agreements, express or implied, regarding the subject matter.

12.The Parties agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement including but not limited to the insurance providers for either party or the recipient.

13.No waiver by any party to this Agreement of any of the obligations under this Agreement shall be deemed effective unless made in writing, nor shall any waiver in respect of any breach be deemed to constitute a waiver of or consent to any subsequent breach by any party of its obligations.

14.Any controversy, claim, or dispute arising under or relating to this agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be settled by arbitration in accordance with the laws and procedure as laid out in Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English. The arbitration will be held in New Delhi, India and the Courts of New Delhi shall have sole jurisdiction regarding any dispute arising in this agreement.

15.The validity of this Agreement and effect or meaning of the terms hereof will be decided according to the Indian Law.

16.In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and in effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

17.The Company may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Hospital/Clinic may not otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the Company, and any attempted assignment or delegation without such consent will be void.

18.Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as mentioned hereinabove or at such other address as may hereafter be furnished in writing by either party to the other party.