Healthcare Provider’s Agreement

Recitals

WHEREAS The Company owns and operates the proprietary digital platform and mobile application known as “MedLynk”. The Platform functions as a technology-enabled intermediary that facilitates connections between verified Healthcare Providers and independent Healthcare Professionals by enabling the posting, discovery, matching, booking, scheduling, Engagement, and management of temporary, contractual, and on-demand healthcare assignments and other ancillary digital services designed to support and streamline the engagement of Healthcare Professionals through the Platform.

WHEREAS, the Healthcare Provider is a duly constituted and lawfully operating healthcare establishment, including, where applicable, a hospital, clinic, nursing home and allied healthcare, which is duly registered, licensed, and authorised under Applicable Law to provide healthcare services. The Healthcare Provider has been empanelled by the Company and desires to access and use the Platform for the purpose of identifying, booking, engaging, and managing independent Healthcare Professionals in accordance with this Agreement.

AND WHEREAS, the Provider wishes to access and use the Platform to identify, engage, and utilise services of the qualified Healthcare Professionals for assignments at its healthcare establishment, subject to the terms and conditions of this Agreement and the applicable policies, guidelines, and other documents published or made available on the Platform and/or the Company’s website, as may be amended from time to time;

AND WHEREAS, the Parties consider it necessary and desirable to formally record and regulate their respective rights, obligations, responsibilities, representations, warranties, restrictions, liabilities, confidentiality obligations, data protection commitments, dispute resolution mechanisms, and all other matters arising out of or in connection with the Provider’s access to and use of the Platform, subject to the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and undertakings contained herein, and intending to be legally bound, the Parties hereby agree as follows:

1. Definitions and Interpretation

1.1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings assigned to them below:

• “Agreement” means this Healthcare Provider Platform Agreement, together with all schedules, annexures, policies, amendments, and documents expressly incorporated by reference.
• “Applicable Law” means all statutes, enactments, rules, regulations, notifications, guidelines, judicial decisions, governmental orders, licences, approvals, and other legal requirements in force in India that are applicable to the Parties or the subject matter of this Agreement.
• “Authorised Representative” means an individual duly authorised by the Provider to execute this Agreement and legally bind the Provider.
• “Beneficial Owner” means the natural person(s) who ultimately owns or controls the entity or on whose behalf a transaction is conducted, and includes a person exercising ultimate effective control over a juridical person, in accordance with applicable law.
• “Booking” means the acceptance of a Shift by a Healthcare Professional through the Platform, resulting in a confirmed engagement between the Provider and the Healthcare Professional.
• “Business Day” means any day other than a Saturday, Sunday, or a public holiday on which banks are generally open for business in Chennai, Tamil Nadu.
• “Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement, whether in written, electronic, oral, or any other form, including commercial, financial, technical, operational, customer, business, pricing, software, security, and proprietary information, but excluding information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the receiving Party before disclosure; (iii) is independently developed without reference to the disclosing Party’s Confidential Information; or (iv) is required to be disclosed under Applicable Law or by a competent authority.
• “Conversion” means and shall include any direct or indirect engagement of the Healthcare Professional by the Provider or any of its affiliates, subsidiaries, group entities, associated entities, contractors, or representatives, whether effected directly or through any intermediary, where the effect of such arrangement is to engage the Healthcare Professional outside the Platform.
• “Credentials” means the qualifications, registrations, licences, certifications, identity documents, declarations, and other records or information required by the Company or under Applicable Law to verify the identity, eligibility, qualifications, legal capacity, and authority of a Provider or Healthcare Professional in connection with the Platform.
• “Data”, “Data Principal”, “Personal Data”, and “Digital Personal Data” shall have the meanings assigned to them under the Digital Personal Data Protection Act, 2023, and the rules made thereunder, as amended from time to time.
• “Empanelled” means a Registered Healthcare Professional or Provider who has successfully completed the verification standards and onboarding process and has been approved by the Company to receive, accept, and undertake engagements through the Platform, subject to this Agreement and the Company’s applicable Terms and Policies.
• “Engagement” means any booking, acceptance, confirmation, shift assignment, completed shift, communication, or other interaction between a Healthcare Provider and a Professional through or in connection with the Platform.
• “Gross Negligence” means any act or omission amounting to a reckless and conscious disregard of a known and substantial risk, constituting a manifest and material departure from the standard of care that a reasonably prudent person or entity would exercise in similar circumstances.
• “Healthcare Professional” or “Professional” means an independent doctor, nurse, physiotherapist, physician assistant, or any other healthcare practitioner registered and verified on the Platform and legally qualified and certified to provide healthcare services in accordance with Applicable Law.
• “Independent Contract” means the contract formed directly between the Healthcare Professional and the Healthcare Provider upon confirmation of an Engagement through the Platform for the provision of Professional Services, to which MedLynk is not a party.
• “Payment Period” means each instance in which payment is required to be made by the Provider in respect of a Booking, Shift, invoice, reimbursement, Platform Fee, or any other amount payable under this Agreement.
• “Platform” means the digital platform owned and operated by Lynkcare Health Tech Private Limited, including its website, mobile applications, software, interfaces, APIs, and related technology infrastructure through which the Services are made available.
• “Platform Fee” means the fee payable by the Healthcare Provider to MedLynk as consideration for providing access to and use of the Platform and the Platform Services in connection with facilitating Engagements between Healthcare Providers and Healthcare Professionals. The Platform Service Fee is separate and independent from the Professional Fee payable to the Healthcare Professional and shall be subject to applicable taxes, unless expressly stated otherwise.
• “Privacy Policy” means MedLynk’s privacy policy, as amended from time to time, governing the collection, use, storage, processing, and disclosure of personal information.
• “Professional Fee” means the consideration payable by the Healthcare Provider to the relevant Healthcare Professional for the healthcare services rendered pursuant to an Engagement under this Agreement, as reflected in the invoice generated in respect of such services, excluding the Platform Service Fee payable to MedLynk, Goods and Services Tax applicable to the Platform Service Fee, and any other applicable statutory taxes, deductions or withholdings required under Applicable Law.
• “Provider” means the healthcare establishment that has entered into this Agreement with MedLynk.
• “Registered” means who has created an account on the Platform, furnished the information and documents required by the Company, and whose registration has been accepted by the Company in accordance with the applicable Terms and Policies of the Platform.
• “Services” means the technology-enabled services provided by MedLynk, including facilitating the discovery, booking, scheduling, communication, support, and administrative management of Engagements between Providers and Healthcare Professionals.
• “Settlement Administrator” means MedLynk acting solely as the technology platform in its capacity for the administrative management of the settlement workflow in respect of transactions initiated through the Platform. In such capacity, the Company is authorised to generate, authenticate, communicate and administer settlement instructions to the designated Escrow Bank in accordance with this Agreement and the applicable Platform Terms. The Settlement Administrator shall not receive, hold, own, control or acquire any beneficial interest in the Professional Fees or other transaction funds, all of which shall be received, held and disbursed exclusively by the Escrow Bank in accordance with the applicable escrow arrangement.
• “Shift” means a temporary, scheduled, or on-demand assignment posted by a Provider on the Platform for Engagement of a Healthcare Professional.
• “Terms & Conditions” means the general terms and conditions governing use of the Platform, as amended from time to time.

1.2. Interpretation

Unless the context otherwise requires, in this Agreement:

• Headings; Structure: Headings are for convenience only and shall not affect interpretation. Clause, sub-clause, paragraph and schedule references (if any) are to those of this Agreement unless otherwise stated.
• Inclusive Language: Words importing one gender include all genders; words importing the singular include the plural and vice versa; references to persons include individuals, bodies corporate, partnerships, trusts, unincorporated associations and governmental entities.
• “Including” / “Or”: “Including”, “inter alia”, “for example” and similar expressions shall be construed as “including, without limitation”. The word “or” is not exclusive unless expressly stated.
• Document References: References to any agreement, deed, instrument or document include a reference to that agreement, deed, instrument or document as amended, supplemented, novated, extended or restated from time to time in accordance with its terms.
• Time Computation: Where a period of time is expressed from a given day or act, it shall be computed exclusive of such day or the day of such act. If any deadline falls on a day that is not a Business Day, that deadline shall be extended to the next Business Day.
• Cumulative Rights: The rights and remedies provided in this Agreement are cumulative and in addition to, and not exclusive of, any rights or remedies provided by law or in equity, except as expressly limited herein.
• No Implied Duties: No term, covenant or obligation shall be implied into this Agreement by custom, usage, prior course of dealing or otherwise; the Parties agree that the interpretation of each clause shall be restricted to the express wording herein.
• Contra Proferentem Waived: No rule of interpretation that ambiguities be construed against the drafter shall apply to this Agreement.
• Successors; Assigns: References to a Party include its permitted successors and permitted assigns.

2. Purpose and Scope

2.1. This Agreement sets out the legally binding rights, obligations, responsibilities and commercial arrangements governing the Healthcare Provider’s registration, empanelment, continued access to and participation on the Platform and shall regulate the contractual relationship between MedLynk and the Healthcare Provider throughout the Term of this Agreement.

2.2. The Parties acknowledge and agree that the primary object of this Agreement is to establish a structured contractual framework governing the Provider’s access to and use of the Platform for the purpose of identifying, booking, engaging, and utilising services of independent Healthcare Professionals, in accordance with this Agreement, the Company’s applicable Terms and Policies, and all Applicable Laws.

2.3. This Agreement further prescribes the standards of conduct, compliance obligations, commercial arrangements, allocation of responsibilities, risk allocation mechanisms, and governance framework governing the Provider’s access to and use of the Platform. The Provider shall at all times comply with this Agreement, the Company’s applicable Terms, Policies, and guidelines published on the Platform or the Company’s website, and all Applicable Laws. This Agreement shall remain binding upon the Parties for the duration of the Provider’s access to and use of the Platform.

2.4. The Provider acknowledges that access to and use of the Platform is granted solely in accordance with this Agreement and does not create any vested, perpetual, or irrevocable right to continue accessing or using the Platform. Such access shall remain subject to the Provider’s continued compliance with this Agreement, the Company’s applicable Terms, Policies, operational requirements, and all Applicable Laws.

2.5. The Parties acknowledge and agree that the Healthcare Professional is the sole beneficial owner of the fees payable for the healthcare services rendered by such Healthcare Professional. MedLynk acts solely as a technology platform and settlement facilitator to facilitate the collection and settlement of such fees and does not acquire any legal or beneficial interest in the fees payable to the Healthcare Professional.

2.6. This Agreement governs the Provider’s access to and use of the Platform and shall be read together with:

• (a) The Platform Terms & Conditions;
• (b) The Privacy Policy;
• (c) The Refund and Cancellation Policy;
• (d) Payment & Settlement Policy;
• (e) Grievance Redressal Policy;
• (f) any operational policies, schedules or guidelines issued by the Platform from time to time.

In the event of inconsistency, the provisions of this Agreement shall prevail to the extent they specifically regulate the Provider’s relationship with the usage of the Platform.

2.7. Unless otherwise expressly agreed in writing by the Company, this Agreement shall apply to every Engagement through the Platform by the Healthcare Provider and shall continue to remain in force notwithstanding the completion of any individual Shift.

3. Rights of the Company

3.1. The Company shall have the exclusive right to own, operate, maintain, administer, enhance, modify, upgrade, suspend, discontinue, or otherwise manage the Platform and determine the manner in which the Platform and its functionalities are made available to users.

3.2. The Company may, acting reasonably and in furtherance of its legitimate business interests, introduce, modify, remove, suspend, or discontinue any feature, functionality, workflow, user interface, matching methodology, communication channel, or technological process forming part of the Platform, provided that such modifications do not materially alter the Parties’ contractual rights and obligations under this Agreement, except where required by Applicable Law.

3.3. The Company shall have the right to determine the eligibility criteria for registration and empanelment of Providers and Healthcare Professionals, and may approve, reject, suspend, or terminate any registration or empanelment where it reasonably believes that such person no longer satisfies the applicable eligibility requirements, legal requirements, or Platform Policies.

3.4. The Company may require the Provider to furnish such licences, registrations, certificates, declarations, approvals, and other documents as it considers reasonably necessary for verification facilitation, compliance, regulatory requirements, or risk management.

3.5. The Company may suspend, restrict, or terminate the Provider’s access to the Platform where:

• (a) This Agreement is breached;
• (b) Applicable Law requires such action;
• (c) Fraud or misuse is suspected;
• (d) Regulatory action is initiated;
• (e) Licences lapse;
• (f) Platform security is threatened; or
• (g) Continued access may adversely affect the Company, other users, or the integrity of the Platform.

3.6. The Company may review, monitor, remove, reject, modify, or disable any content, listing, booking, communication, or information uploaded or transmitted through the Platform where it violates this Agreement, Platform Policies, Applicable Law, or may expose the Company or other users to legal or operational risk.

3.7. The Company shall be entitled to collect all Platform Fees, Convenience Fees, Conversion Fees, cancellation charges, or any other charges expressly provided under this Agreement or the applicable Terms and Policies for the maintenance and upkeep of the Platform.

3.8. The Company may decline, suspend, or cancel any booking where, on the part of the Provider:

• (a) Information is inaccurate;
• (b) Statutory requirements are not met;
• (c) Fraud is suspected;
• (d) Payment fails;
• (e) Safety concerns arise;
• (f) Any law in enforcement at the time is applicable.

3.9. The Company may communicate with Providers and Healthcare Professionals through the Platform, email, SMS, telephone, or any other approved electronic means regarding bookings, compliance, verification facilitation, safety alerts, operational updates, grievance updates, policy changes, or regulatory matters.

3.10. The Company may collect, process, store, use, disclose, and retain information in accordance with this Agreement, its Privacy Policy, the consent obtained from users, and Applicable Law, including for identity verification, fraud prevention, regulatory compliance, dispute resolution, analytics, and Platform improvement.

3.11. The Provider acknowledges and agrees that such verification is undertaken by the third-party verification service provider on the basis of the information and documents submitted, and the Company does not independently verify, certify, or warrant the accuracy, completeness, or continued validity of any verification results.

3.12. The Company may investigate any complaint, dispute, allegation of misconduct, fraud, impersonation, regulatory breach, data misuse, or security incident relating to the Platform and shall require the Provider to cooperate fully with such investigation.

3.13. The Company may implement technical, administrative, and security measures, including authentication requirements, fraud detection systems, audit logs, account restrictions, and cybersecurity controls, to preserve the integrity, security, and reliability of the Platform.

3.14. The Company may amend or update its operational policies, privacy policy, security requirements, onboarding procedures, verification standards, and technical requirements from time to time, provided that such amendments are communicated in accordance with this Agreement and do not materially prejudice the Provider’s contractual rights unless required by Applicable Law.

4. Liabilities of the Company

4.1. The Company shall remain responsible for its own acts, omissions and breaches of this Agreement.

4.2. The Company agrees that it shall comply with all Applicable Laws governing its operation as a technology platform.

4.3. The Company agrees that it shall be liable for maintaining the confidentiality of sensitive data and implementing reasonable technical and organisational measures to safeguard information processed through the Platform in accordance with Applicable Law and the Privacy Policy.

4.4. The Company shall not be responsible for:

• a. Clinical decisions made by Healthcare Professionals, including prescription of drugs and/or medicines;
• b. Patient outcomes;
• c. Medical negligence;
• d. Injuries occurring within the Provider’s premises arising from the Provider’s operations;
• e. Employment-related obligations between the Provider and any Healthcare Professional unless expressly agreed otherwise in writing;
• f. Any statement of service requirement made by the Provider in their own understanding.

4.5. The Parties acknowledge and agree that no employer-employee, partnership, joint venture, or other relationship giving rise to vicarious liability for clinical acts shall be deemed to exist between the Company and either the Provider or the Professional. The Provider acknowledges that Healthcare Professionals render healthcare services independently and exercise their own professional judgment. The Company neither supervises nor controls the manner in which such services are performed.

4.6. Nothing in this Agreement excludes liability arising from fraud, wilful misconduct, gross negligence or any liability that cannot lawfully be excluded under applicable law.

4.7. The Parties acknowledge and agree that the aggregate liability of the Company arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall in no event exceed the revenues actually received by the Company from the Healthcare Provider during the three (3) months immediately preceding the event giving rise to the claim. Notwithstanding anything to the contrary contained in this Agreement, the limitation of liability under this Clause 4.7 shall apply to all claims, including claims arising under any indemnity contained herein, except in respect of the matters expressly excluded under Clause 4.6.

4.8. Neither party shall be liable to the other for indirect, consequential, incidental, exemplary or punitive damages, including loss of profits, business opportunities, goodwill or anticipated savings, except where such exclusion is prohibited by applicable law.

4.9. The Parties acknowledge and agree that each Engagement between the Provider and a Healthcare Professional constitutes an independent contractual arrangement. The Company acts solely as an online marketplace technology intermediary facilitating such engagement and shall not be liable for gross negligence, misconduct, default, omission, injury, loss, damage, or claim arising out of or in connection with the performance of services by the Healthcare Professional or the Provider.

5. Rights of the Provider

5.1. The Provider shall be entitled to the Platform services made available by the Company, including access to booking, scheduling, communication, settlement facilitation, and other operational functionalities offered through the Platform, subject to this Agreement and the Company’s applicable Terms and Policies.

5.2. The Provider shall have the right to receive accurate and relevant information made available by the Company in relation to Healthcare Professionals, including their qualifications, registrations, verification status, skills, experience, availability, and other information maintained by the Company, to the extent necessary to facilitate informed Engagement decisions.

5.3. The Provider shall have the right to select, engage, or book any Healthcare Professional available through the Platform based on its operational, clinical, and service requirements. Nothing contained in this Agreement shall obligate the Provider to engage any particular Healthcare Professional.

5.4. The Provider shall have the right to receive refunds, reversals, payment adjustments, or other financial settlements, wherever applicable, strictly in accordance with this Agreement and the Company’s applicable Terms and Policies.

5.5. The Provider shall have the right to raise complaints, disputes, or grievances relating to the use of the Platform or any Engagement facilitated through the Platform, and to have such grievances addressed in accordance with the Company’s grievance redressal mechanism and applicable law.

5.6. The Provider shall have no right to assign, delegate, subcontract, or otherwise permit any Shift or Booking made through the Platform to be performed for or by any person or healthcare establishment other than the Provider identified during onboarding and approved by the Company.

6. Liabilities of the Provider

6.1. Each party shall remain responsible for its own acts, omissions and breaches of this Agreement.

6.2. The Provider shall ensure that this Agreement is accepted or executed only by a duly authorized representative. By accepting or executing this Agreement on behalf of the Provider, such representative represents and warrants that they possess the requisite authority to bind the Provider. The Provider shall remain bound by this Agreement and shall bear the sole responsibility for any deficiency, defect, or absence of such authority.

6.3. To the fullest extent permitted by Applicable Law, the Provider shall bear all liabilities arising out of or in connection with the provision of healthcare services at its establishment, including any civil, contractual, regulatory, administrative, or vicarious liability arising from the acts or omissions of Healthcare Professionals engaged by the Provider through the Platform in the course of providing patient care.

6.4. The Provider acknowledges and agrees that it shall bear sole responsibility for all healthcare services rendered at its establishment, including, without limitation to, patient examination, diagnosis, prescription and administration of medicines, medical procedures, treatment decisions, patient monitoring, maintenance of medical records, infection control, and compliance with Applicable Law and professional standards.

6.5. The Provider shall bear sole responsibility and liability for the safety, management, quality and operation of its healthcare establishment, including the provision and maintenance of adequate facilities, infrastructure, equipment, medical supplies, support staff, workplace safety measures, emergency protocols, and all other resources required for the lawful, safe, and effective delivery of healthcare services in its premises.

6.6. The Provider shall be solely responsible and liable for the management and operation of its healthcare establishment and for ensuring that all healthcare services rendered and procedures followed therein are provided in compliance with Applicable Law, recognised standards of medical practice, and applicable professional and ethical obligations.

6.7. Where the Provider directly engages or hires a Healthcare Professional introduced through the Platform without making a booking through the Platform, such Engagement shall constitute an independent relationship solely between the Provider and the Healthcare Professional. The Provider shall assume all responsibilities, obligations, and liabilities arising therefrom.

6.8. The Parties acknowledge and agree that the Company shall not be responsible or liable for any act, omission, default, breach, gross negligence, misrepresentation, deficiency in service or failure arising out of or in connection with the performance, non-performance or execution of the Engagement or the independent contractual relationship between the Healthcare Professional and the Healthcare Provider.

6.9. Except as expressly provided under this Agreement and the applicable terms, policies, and fee schedules published on the Company’s website or the Platform, the Provider shall not be liable to make any payment, fee, commission, charge, or other consideration to the Company in connection with the Services. Any reimbursement, allowance, or other payment agreed upon directly between the Provider and the Healthcare Professional shall constitute a separate arrangement solely between them, and the Company shall have no responsibility or liability in respect thereof.

6.10. The Provider acknowledges and agrees that it retains the exclusive responsibility and authority for the management and operation of its healthcare establishment, including all decisions relating to patient care, clinical governance, staffing requirements, workplace supervision, occupational safety, and compliance with all Applicable Laws, including, where applicable, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. Limited Responsibilities

7.1. Responsibilities of the Company while operating MedLynk

7.1.1. The verification of the Provider’s credentials, registrations, licences, identity, and other information is facilitated by the Company through a designated third-party verification service provider on the basis of the information and documents submitted by the Provider during the empanelment process. Such verification is undertaken solely for administrative and onboarding purposes and shall not be construed as a certification of the Provider’s credibility, competence, qualifications, reliability, or continued compliance, nor shall it constitute an endorsement, recommendation, guarantee, representation, or warranty by the Platform or the Company in respect of the Provider. The Provider remains solely responsible for the authenticity, accuracy, completeness, and continued validity of all information and documents submitted for verification.

7.1.2. The Provider acknowledges that MedLynk functions solely as a technology intermediary facilitating the discovery, booking and scheduling management of Healthcare Professionals and does not extend to the delivery of clinical services. Each confirmed assignment constitutes an independent contractual engagement between the Provider and the Healthcare Professional.

7.1.3. The Company through the Platform provides technological infrastructure, including, among other things:

• a. Discovery, listing and matching of Healthcare Professionals;
• b. Shift scheduling and booking;
• c. Endeavour to arrange a replacement Healthcare Professional possessing appropriate qualifications in the event of a cancellation, subject to availability;
• d. Communication tools;
• e. Identity verification mechanisms;
• f. Reliability and rating systems between Professionals and Providers; and
• g. Administrative support relating to Platform operations;
• h. Co-ordination of the remittance of refunds, cancellation charges, or any other payments or compensation payable pursuant to this Agreement, within the timelines stipulated herein.

7.1.4. The Company does not:

• a. Employ, appoint or engage Healthcare Professionals on behalf of the Provider;
• b. Provide staffing services;
• c. Supervise, direct or control the clinical work performed by Healthcare Professionals;
• d. Provide medical treatment or healthcare services;
• e. Provide all equipment and resources reasonably required for the performance of the agreed services;
• f. Guarantee that a particular professional will accept any shift;
• g. Guarantee uninterrupted availability of professionals; or
• h. Guarantee the clinical competence, conduct, punctuality or suitability of any Healthcare Professional beyond the preliminary verification processes expressly undertaken by the Platform;
• i. Aggregate, disburse or facilitate any payments due to the Healthcare Professional;
• j. Conduct verification of documents.

7.1.5. The Company shall make available on the Platform the qualifications, credentials, skills, and applicable rates of Healthcare Professionals, as provided by them, and shall use commercially reasonable efforts to facilitate suitable matches between Providers and Healthcare Professionals.

7.1.6. The Company shall endeavour to ensure that the Platform remains available and accessible to the Provider throughout the Term of this Agreement, subject to scheduled maintenance, system upgrades, technical failures, force majeure events, third-party service interruptions, or other circumstances beyond the Company’s reasonable control.

7.1.7. The Company shall use commercially reasonable efforts to provide prompt technical support and address technical issues affecting the Provider’s access to or use of the Platform within a reasonable time, having regard to the nature and severity of the issue.

7.1.8. The Parties acknowledge and agree that the Company is not a healthcare establishment, employer, recruitment agency, staffing agency, labour contractor, healthcare service provider, or agent of the Provider or the Healthcare Professional. The Company does not recruit, employ, engage, supervise, direct, control, manage, or evaluate any Healthcare Professional, nor does it provide or supervise the provision of healthcare services.

7.2. Responsibilities of Provider

7.2.1. The Provider acknowledges and agrees that it shall, at all times during the Term of this Agreement:

• a. Operate and maintain its healthcare establishment in compliance with all Applicable Laws; duly maintain and present all licences, registrations, permits, approvals, certifications, and authorisations necessary for its lawful operation;
• b. Post accurate and complete details of each Shift, including the role, qualifications, working hours, location, duties, and any specific requirements applicable to the Engagement;
• c. Independently assess the suitability of any Healthcare Professional for the requirements of a Shift and exercise its own judgment in selecting, accepting, or engaging such Healthcare Professional through the Platform;
• d. Ensure that each Healthcare Professional is engaged only to perform duties that are consistent with such Healthcare Professional’s qualifications, registration, licensure, experience, and lawful scope of practice under Applicable Law;
• e. Provide a safe, secure, hygienic, and non-discriminatory working environment, including appropriate workplace orientation, access credentials, equipment, medical supplies, facilities, personal protective equipment, and other resources reasonably necessary for the performance of the agreed services;
• f. Exercise overall supervision, direction, and clinical governance over all healthcare services rendered within its establishment in accordance with all applicable laws, regulations, standards, and regulatory requirements, and ensure that appropriate operational protocols, emergency procedures, and reporting mechanisms are implemented and maintained. The Provider shall further maintain all relevant records, audit trails, registers, and documentary evidence necessary to demonstrate compliance with its statutory, regulatory, clinical, and operational obligations and shall produce the same upon the request of any competent authority or the Company, where reasonably required for verification or compliance purposes;
• g. Remain solely responsible for all clinical services rendered at its premises, including patient examination, diagnosis, treatment decisions, prescription and administration of medicines, medical procedures, patient monitoring, maintenance of medical records, informed consent, infection control, and compliance with applicable standards of medical care;
• h. Ensure compliance with all Applicable Laws governing patient safety, medical ethics, data protection, biomedical waste management, workplace safety, labour laws, tax laws, and all other statutory obligations applicable to the operation of its healthcare establishment;
• i. Honour confirmed Shift bookings, make timely payments through the Platform in accordance with this Agreement, and comply with the Platform’s cancellation, refund, and payment policies;
• j. Promptly report to the Company any incident involving professional misconduct, patient safety concerns, security incidents, workplace accidents, or any other material event arising during a Shift that may reasonably require the Company’s attention;
• k. Cooperate with the Company in relation to onboarding verification facilitation, investigations, audits, dispute resolution, regulatory enquiries, or compliance reviews relating to the Provider’s use of the Platform; and
• l. Provide the equipment, instruments, medical supplies, and other resources reasonably required for the Healthcare Professional to perform the agreed clinical services;
• m. Use the Platform in good faith and solely for lawful purposes in accordance with this Agreement and the Terms & Conditions.

8. Eligibility and Representations

8.1. The Provider acknowledges that onboarding verification conducted by the third party is based upon documents furnished by the Provider and constitutes a reasonable verification exercise only. Such verification shall not be construed as certification of the Provider’s legal compliance.

8.2. The Provider acknowledges and agrees that the third party verification is based on the information and documents furnished to it. Where any document or information submitted by the Provider or any Healthcare Professional is forged, fraudulent, false, misleading, manipulated, expired, or otherwise invalid, and is accepted by the Company in good faith after exercising reasonable verification procedures, the Company shall not be liable for any loss, claim, damage, or consequence arising solely from its reliance on such document or information.

8.3. The Provider represents and warrants that:

• a. It is duly constituted and authorised to operate under applicable laws;
• b. It possesses all licences, registrations, approvals and permits necessary to operate its healthcare establishment;
• c. All information furnished during onboarding is renewed, updated, valid, true, accurate and complete;
• d. The individual accepting this Agreement has the authority to legally bind the Provider;
• e. GST, PAN, bank account details and other statutory particulars are accurate and shall be updated promptly whenever modified.

9. Shift Bookings

9.1. The Provider shall ensure that each shift listing accurately specifies:

• a. professional category;
• b. location;
• c. timings;
• d. expected duties; and
• e. any mandatory qualifications.

9.2. Upon acceptance of a shift by a Healthcare Professional through the Platform, the Provider shall honour such booking unless cancelled in accordance with applicable Platform policies.

9.3. The Parties acknowledge and agree that the Company recommends a Professional Fee for each Healthcare Professional based on objective factors, including the Healthcare Professional’s qualifications, skills, experience, expertise and other relevant criteria. The applicable Professional Fee for each Engagement shall be displayed on the Platform to ensure transparency, consistency and fair pricing for Engagements facilitated through it, and shall be payable by the Healthcare Provider, subject to applicable deductions required by law.

9.4. The Healthcare Provider acknowledges and agrees that the Professional Fee displayed on the Platform has been determined in accordance with MedLynk’s pricing framework and with the prior, express consent of the Healthcare Professional for such fee. Any request for review of the Professional Fee shall be considered by the Company only where the Healthcare Provider demonstrates, with credible evidence, that the Healthcare Professional has committed fraud, wilful misrepresentation, material suppression of qualifications, experience, credentials or any other material fact, or where any other legitimate circumstance exists that materially affects the basis upon which the Professional Fee was determined. The Company shall, in its sole discretion, review such request and determine whether any revision to the Professional Fee is warranted.

9.5. Notwithstanding the foregoing, the Healthcare Provider shall retain absolute discretion in selecting, engaging, or declining to engage any Healthcare Professional available on the Platform. The recommendation or determination of the Professional Fee on the Platform shall not obligate the Healthcare Provider to engage any particular Healthcare Professional, and the decision to select a Healthcare Professional shall be based solely on the Healthcare Provider’s independent assessment, requirements, and professional judgment. The Parties further acknowledge that the Professional Fee applicable to each Healthcare Professional is determined and displayed only with the Healthcare Professional’s prior, express, and informed consent, and the Company shall not unilaterally impose or modify such Professional Fee without obtaining such consent.

9.6. Where the Provider cancels confirmed assignments or fails to utilise a Healthcare Professional after arrival, cancellation charges or other Platform consequences may apply as prescribed under the Cancellation Policy of the Platform.

10. Tariffs & Payment Arrangements

10.1. The tariffs, fees, and other charges applicable to the engagement of Healthcare Professionals through the Platform shall be as specified in the Company’s applicable Terms, fee schedule, and other policies published on the Platform or the Company’s website, as may be amended from time to time.

10.2. The Provider acknowledges that payments made through the Platform shall be processed through the payment infrastructure designated by the Platform and settled in accordance with the Platform’s designated settlement mechanism. By making such a payment, the Provider authorises the Company to administer the settlement workflow and communicate settlement instructions to the designated escrow arrangement in accordance with this Agreement. The Provider shall not make or accept payments outside the payment infrastructure designated by the Company, except where expressly permitted in writing by the Company. Pursuant to this, no separate payment links through other modes of communication shall be made by the Company.

10.3. The Provider shall remit the applicable fees and taxes at the time of booking the Healthcare Professional through the aforementioned mode. In the case of an on-demand booking, the applicable surcharge or additional charges shall apply in accordance with this Agreement and the Company’s applicable Terms, fee schedule, and other policies published on the Platform or the Company’s website, as amended from time to time.

10.4. The Parties acknowledge and agree that the total amount payable and confirmed at the time of booking shall comprise: (i) the Professional Fee payable to the Healthcare Professional, after deduction of applicable Tax Deducted at Source (TDS), if any; (ii) the Platform Fee payable to the Company; and (iii) the applicable Goods and Services Tax (GST) levied on the Platform Fee, in accordance with Applicable Law.

10.5. The Parties acknowledge and agree that, in exceptional circumstances where any amount is remitted to the Company in connection with a booking or confirmation of healthcare services, such amount shall constitute an on-account payment towards the Professional Fees payable to the relevant Healthcare Professional and the applicable Platform Service Fee, as the case may be. Any such receipt by the Company shall be solely as an interim administrative measure, in its capacity as the Settlement Administrator and limited contractual agent of the Parties, pending settlement in accordance with this Agreement. The Company shall have no right, title, claim or beneficial interest in the Professional Fees and shall promptly arrange for the settlement of such amounts in accordance with the designated settlement mechanism.

10.6. The Provider shall be solely responsible for compliance with applicable tax deduction at source (TDS) obligations in respect of payments made to Healthcare Professionals under this Agreement. The Provider shall compute, deduct, deposit, and report TDS on Professional Fees in accordance with applicable income-tax laws, including the Income-tax Act, 1961 and/or the Income-tax Act, 2025, as applicable and as amended from time to time, and shall issue all requisite statutory certificates and maintain supporting records in compliance with law.

10.7. The Healthcare Provider shall deposit such TDS with the appropriate governmental authority within the prescribed timelines, file all applicable statutory returns, and issue the requisite TDS certificates to the Healthcare Professional. The Company shall have no responsibility for deducting, depositing or reporting TDS in respect of the Professional Fee unless expressly required by Applicable Law.

10.8. In the event of a cancellation of a Shift by either the Provider or the Healthcare Professional, any applicable refund, deduction, cancellation charge, or adjustment shall be processed in accordance with the cancellation and refund policy set out in the Platform.

10.9. The Company shall issue such invoices, payment confirmations, or other transactional records as may be required under Applicable Law in respect of payments made through the Platform.

10.10. The Parties acknowledge and agree that upon successful completion and approval of each Engagement, the Company shall also issue a per-shift invoice to the Healthcare Provider after each completed shift and a monthly consolidated statement by the 7th of the following month.

10.11. Any refund of fees shall be processed in accordance with the applicable payment terms and refund policy. The Company shall only facilitate the coordination of such refund and shall not be liable to independently process, fund, or guarantee any refund.

10.12. The Company shall not be liable for any delay in the processing, settlement, or refund of payments where such delay is attributable to the acts, omissions, systems, or services of the Company’s designated third-party payment gateway or escrow service provider.

11. Prevention of Sexual Harassment

11.1. The Provider shall, at all times, ensure thorough compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and all applicable rules and amendments thereto, and shall be solely responsible for fulfilling all obligations imposed upon it thereunder.

11.2. Where any Healthcare Professional engaged through the Platform commits or is alleged to have committed an act constituting sexual harassment under Applicable Law, the Company shall not be liable for such act or omission, and the responsibility for addressing such matter shall rest with the Healthcare Professional and the Provider, as applicable, in accordance with Applicable Law.

12. Non-Circumvention

12.1. During the Term of this Agreement and for a period of twelve (12) months following its expiry or termination, the Provider shall not knowingly circumvent the Platform by directly or indirectly engaging any Healthcare Professional first introduced to the Provider through the Platform, except through the designated Conversion process under this Agreement.

12.2. Where the Provider wishes to employ or permanently engage a Healthcare Professional introduced through the Platform, such Engagement shall be subject to payment of the applicable conversion fee in accordance with Platform Terms and Conditions.

12.3. Where the Provider, directly or indirectly, offers or enters into any full-time, part-time, contractual, consultancy, retainership, or any other form of employment or Engagement with a Healthcare Professional introduced through the Platform, outside the platform of the Company, the Provider shall pay the Company a conversion in accordance with the Terms and Conditions of the Company.

12.4. Any such conversion shall be notified to the Company in writing. From the effective date of such conversion, all subsequent dues payable shall be governed by and paid in accordance with the terms and conditions applicable to the converted status. The Provider acknowledges that the Conversion Fee represents a genuine pre-estimate of the costs incurred by the Company in sourcing, onboarding, credential verification, matching, and introducing the Healthcare Professional through the Platform, and is intended to compensate the Company for the loss of its legitimate commercial opportunity arising from a Conversion.

12.5. The Provider acknowledges that the conversion fee is payable in consideration of the introduction of the Healthcare Professional through the Platform and is independent of the subsequent employment or Engagement. Payment of the conversion fee shall not create any employment, agency, partnership, or other legal relationship between the Company and either the Provider or the Healthcare Professional, nor shall it impose any continuing obligation or liability upon the Company in relation to such employment or Engagement.

13. Insurance

13.1. The Healthcare Provider shall, at its own cost and expense, procure and maintain throughout the Term of this Agreement all insurance policies required under Applicable Law and shall maintain insurance coverage meeting the minimum requirements communicated by the Company from time to time, provided that such requirements are reasonable, proportionate to the services offered through the Platform, and consistent with Applicable Law. Such insurance shall include any and all insurance customarily maintained by healthcare establishments providing such services.

13.2. The Healthcare Provider acknowledges and agrees that all healthcare services rendered pursuant to an Engagement are performed under its supervision, control, and responsibility. The Healthcare Provider shall ensure that its insurance arrangements are adequate and valid to cover claims, liabilities, losses, damages, costs, or expenses arising from or in connection with patient care, clinical negligence, medical malpractice, accidents, injuries, or any other incident occurring at or in connection with its premises or healthcare operations.

13.3. The Provider shall endeavour to have the Company named as an additional insured under its public liability policy and, where commercially available, under its professional indemnity policy to the extent claims arise out of the Provider’s operations. Nothing contained in this Agreement shall be construed as requiring the Company to procure or maintain insurance on behalf of any Healthcare Professional. The Healthcare Provider shall independently satisfy itself regarding the adequacy of any professional indemnity insurance maintained by a Healthcare Professional, where such insurance is required by Applicable Law or by the Healthcare Provider’s internal policies.

13.4. The Healthcare Provider shall, prior to the activation of its account or acceptance of its first booking through the Platform, and thereafter upon each renewal of the applicable insurance policies, furnish the Company with a valid certificate of insurance evidencing compliance with this Clause. Upon the Company’s reasonable request, the Healthcare Provider shall provide copies of the relevant insurance policies or such additional information as may be reasonably required to verify the existence, scope or validity of such insurance coverage.

13.5. The Healthcare Provider shall furnish documentary evidence demonstrating that it maintains the insurance policies required under this Clause, upon request by the Company. Failure to maintain such insurance or to provide satisfactory evidence thereof shall constitute a material breach of this Agreement and may result in the suspension or termination of the Healthcare Provider’s access to the Platform.

13.6. The Healthcare Provider shall promptly notify the Company in writing upon becoming aware of any cancellation, lapse, non-renewal, material reduction, suspension, or other circumstance affecting the validity or scope of any insurance required under this Agreement. The Healthcare Provider shall take all reasonable steps to restore or replace such insurance without undue delay and shall furnish updated evidence of coverage upon reinstatement or renewal.

13.7. No Limitation of Liability. The maintenance of insurance by the Healthcare Provider shall not limit or reduce its obligations, liabilities, or indemnity obligations under this Agreement, nor shall the absence or inadequacy of insurance relieve the Healthcare Provider from any liability arising under Applicable Law or this Agreement.

13.8. Where any professional indemnity or medical malpractice insurance maintained by the Provider is written on a claims-made basis, the Provider shall procure and maintain run-off (tail) cover, or equivalent continuing coverage, for a period of not less than six (6) years following the expiry or termination of this Agreement or the cessation of the relevant healthcare services, whichever is later.

13.9. The Provider shall use commercially reasonable efforts to procure and maintain, where available on commercially reasonable terms, a waiver of subrogation in favour of the Company under its professional indemnity and public liability insurance policies. Where the Provider is unable to obtain such a waiver despite commercially reasonable efforts, it shall promptly notify the Company and provide reasonable evidence of such efforts upon request.

13.10. The Provider acknowledges that the Company does not provide, procure, arrange, sponsor, or administer any insurance coverage for the benefit of the Healthcare Provider, the Healthcare Professional, patients, or any third party, unless expressly agreed by a separate written agreement.

14. Data Security

14.1. Each Party shall comply with all applicable data protection laws, including the Digital Personal Data Protection Act, 2023, and shall implement appropriate technical and organisational measures to protect such data. Each Party shall be solely responsible and accountable for any unauthorised disclosure, sharing, leakage or misuse of any Digital Personal Data or Confidential Information in its possession to any third party or any person not authorised under this Agreement, except with the prior written consent of the disclosing Party or as required by applicable law.

14.2. The Healthcare Provider shall be independently responsible for the processing of Personal Data relating to patients, Healthcare Professionals, employees, and other individuals for the purposes of providing healthcare services, regulatory compliance, employment or Engagement administration, and maintaining records in accordance with Applicable Law. The Healthcare Provider shall implement appropriate technical and organisational measures to protect all Personal Data accessed through or in connection with the Platform against unauthorised access, disclosure, alteration, loss, or misuse.

14.3. Except to the extent strictly necessary for facilitating an Engagement through the Platform, complying with Applicable Law, or with the prior written consent of the relevant Data Principal where required, the Healthcare Provider shall not upload, disclose, transmit, or otherwise make available on the Platform any patient medical records, sensitive clinical information, or Personal Data of Healthcare Professionals beyond that reasonably required for the intended purpose.

14.4. The Company shall disclose or make available to Healthcare Professionals, the Provider, or any third party only such information as is reasonably necessary for the performance of the Services, compliance with applicable law, or the fulfilment of the purposes contemplated under this Agreement. The Company shall not disclose any additional information beyond such purposes except where required by applicable law or with the prior written consent of the relevant Party, following prior communication of the nature, purpose, and extent of the proposed disclosure.

14.5. All Platform Data, Platform content, databases, records, analytics, reports, and other information generated, compiled, maintained or made available by or through the Platform shall remain the exclusive property of the Company or its licensors, as applicable. Nothing contained in this Agreement shall confer upon the Healthcare Provider any right, title or interest in or to such information, except the limited right to access and use the same strictly in accordance with this Agreement.

14.6. The Company shall implement and maintain commercially reasonable technical, administrative, and organisational measures, including industry-standard security controls appropriate to the nature of the Services, to protect the confidentiality, integrity, and security of Platform data against unauthorised access, use, disclosure, alteration, or destruction.

14.7. The Company shall not be liable for interruptions, individual/mass cyber incidents, third-party infrastructure failures, force majeure events or other circumstances beyond its reasonable control, provided that the Company has acted with reasonable care and in accordance with applicable law.

14.8. Notwithstanding anything contained in this Agreement, the Company shall not be required to obtain the prior written consent of the Provider or the Healthcare Professional where the disclosure of information is required or permitted under applicable law. No information shall be disclosed to each party prior to the confirmation of the booking.

14.9. The Company may disclose such information pursuant to any order, direction, or request issued by a court, tribunal, governmental authority, regulatory authority, or any law enforcement agency having appropriate jurisdiction, or where such disclosure is reasonably necessary for the establishment, exercise, or defence of its legal rights or claims, the enforcement of this Agreement, or the conduct of any judicial, arbitral, regulatory, or other dispute resolution proceedings.

14.10. The Healthcare Provider shall promptly notify the Company of any Personal Data Breach relating to Personal Data processed or accessed in connection with the Platform and shall reasonably cooperate with the Company in investigating, mitigating, and complying with the requirements of the Digital Personal Data Protection Act, 2023 and Applicable Law.

15. Intellectual Property

15.1. All intellectual property rights in and relating to the Platform, including its software, technology, trademarks, logos, content, databases, algorithms, designs, and other proprietary materials, shall remain the exclusive property of the Company or its licensors. The Healthcare Provider is granted a limited, non-exclusive, non-transferable, and revocable licence to access and use the Platform solely for the purposes contemplated under this Agreement. Nothing in this Agreement shall be construed as transferring any ownership or intellectual property rights in the Platform to the Healthcare Provider. The Healthcare Provider shall not copy, modify, reverse engineer, distribute, or otherwise exploit the Platform or any part thereof except as expressly permitted under this Agreement.

16. Indemnity

16.1. Without prejudice to any other right available to the Parties under Applicable Law or under contract or in equity, either Party shall compensate, indemnify, defend and hold harmless the other Party, its affiliates, directors, representatives, agents, officers and employees (collectively, the “Indemnified Parties”), from and against any and all losses, liabilities, damages, deficiencies, demands, claims (including third party claims), actions, judgments or causes of action, assessments, costs, charges, interests, penalties and other costs or expenses (including, without limitation, reasonable legal fees and expenses) (collectively referred to as “Losses”) incurred or suffered by or imposed upon or asserted or alleged against the Indemnified Parties (“Indemnity Claim”), which is based upon or arises out of or in relation to or otherwise in connection with:

• a. Any action or omission leading to the loss of goodwill and reputation of either party;
• b. Any inaccuracy in or any breach of any of the representation and warranties made by either parties, or any letter, notice, certificate, document or other papers delivered to the other Party in connection with or pursuant to this Agreement by such Party;
• c. Any breach of any of the covenants, undertakings, obligations and/or agreements by such Party;
• d. Fraud, gross negligence or wilful misconduct committed by such Party.

16.2. The indemnity provided under this Clause shall, so far as monetary compensation is capable of doing so, place the Indemnified Parties in the same position as they would have been had the event giving rise to the Losses not occurred.

16.3. The Indemnifying Party shall satisfy any amounts payable under this Clause within seven (7) days of receipt of a written demand together with reasonable particulars of the Losses claimed, without prejudice to its right to dispute any claim made in bad faith or containing a manifest error.

17. Commencement and Effectiveness

17.1. Effective Date: This Agreement shall become effective on the date on which a duly authorised representative of the Provider electronically accepts this Agreement by clicking the “I Agree”, “Accept” or similar button on the Platform during the onboarding process or otherwise executes this Agreement in a manner recognised by Applicable Law (“Effective Date”).

17.2. Commencement of Services: Upon the Effective Date, the Provider shall be entitled to access and use the Platform in accordance with the terms of this Agreement, subject to successful completion of the Platform’s onboarding, eligibility, and account activation procedures. Acceptance of this Agreement shall not, by itself, obligate the Platform to activate the Provider’s account where the Provider fails to satisfy the eligibility or verification requirements prescribed by the Company on the Platform or Applicable Law.

17.3. Term: This Agreement shall remain in full force and effect unless and until terminated in accordance with the provisions of this Agreement.

17.4. Continuing Obligations: The termination or expiry of this Agreement shall not affect any rights, obligations, liabilities, or remedies that have accrued prior to such termination. Any provisions which, by their nature or express terms, are intended to survive termination, including those relating to confidentiality, intellectual property, limitation of liability, indemnity, dispute resolution, governing law, and any other provision necessary to give effect to the Parties’ rights and obligations, shall continue in full force and effect notwithstanding such termination or expiry.

18. Suspension and Termination

18.1. Suspension or termination of this Agreement may be effected by the suspension or cancellation of the Provider’s registration or User Account on the Platform by either Party voluntarily, in accordance with this Agreement and the applicable Terms & Conditions.

18.2. The Company may suspend or terminate Platform access where:

• a. Onboarding information is found to be false or misleading;
• b. Any licence, registration, permit, approval, or authorisation required for the Provider’s operations or performance under this Agreement ceases to be valid and is not renewed within two (2) months from the date of its expiry;
• c. The Provider repeatedly defaults in making payments for three (3) consecutive payment periods;
• d. There are credible or repeated reports of unsafe workplace practices, unlawful conduct or serious misconduct;
• e. Continuation of Platform services would violate applicable law or regulatory directions.

18.3. Termination shall not affect accrued rights, completed transactions or outstanding payment obligations.

19. Force Majeure

19.1. Neither Party shall be liable for delay or failure of performance caused by an event beyond reasonable control, including natural disasters, epidemic, pandemic, government action, labour unrest, war, civil commotion, power failure, internet outage, cyberattack, or third-party system failure, or any occurrence beyond reasonable control of the Parties.

20. Governing Law and Dispute Resolution

20.1. Governing Laws: The Agreement shall be governed by and construed in accordance with the laws of India. In any case, for supervisory and injunctive relief, this Agreement and any dispute arising out of this Agreement shall be subject to the jurisdiction of the Courts at Chennai, India;

20.2. Amicable Settlement: The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Agreement or the interpretation thereof;

20.3. Dispute Resolution: In the event that the Parties fail to resolve the Dispute by negotiations within thirty (30) days of its occurrence, then, the Dispute shall be referred to arbitration by a sole arbitrator appointed by the Council for National and International Commercial Arbitration (CNICA). The arbitration shall be governed by the Arbitration and Conciliation Act, 1996 (of India) and the rules framed thereunder. The seat and venue of arbitration shall be Chennai, Tamil Nadu and the award of the Arbitrator shall be final and binding on the Parties, whether or not, despite notice, such Parties have taken part in the arbitration, and shall be subject to execution in any court of competent jurisdiction;

20.4. Subject to foregoing, the Courts at Chennai alone shall have jurisdiction to entertain any Dispute arising out of this Agreement;

20.5. Nothing shall preclude either Party from seeking interim or permanent, equitable or injunctive relief, or both, from the competent courts, having jurisdiction to grant relief on any disputes or differences arising from this Agreement. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy through arbitration.

21. Miscellaneous Clause

21.1. Confidentiality: Each Party shall treat as strictly confidential and shall not, without the prior written consent of the other Parties, disclose to any third party any information received in connection with transactions contemplated herein, except to the extent disclosure is to its affiliates, professional advisors, auditors, ratings advisors (if any) or prospective permitted assignees who are bound by confidentiality obligations no less stringent, or is required by applicable law, regulation or a competent authority.

21.2. Amendment: No amendment, variation, modification or supplement to this Agreement shall be effective unless made in writing and signed by all Parties. Any waiver of any clause must be in writing and shall be effective only in the specific instance and for the specific purpose for which it is given.

21.3. Assignment and Transfers: No Party shall assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior intimation of the other Party.

21.4. Severability: If any clause of this Agreement is held invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining clauses shall not be affected. The Parties shall negotiate in good faith to replace any invalid or unenforceable clause with a valid clause that most closely reflects the original intent.

21.5. Waiver: No failure or delay by any Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof. A single or partial exercise of any right shall not preclude any other or further exercise of that right or any other right.

21.6. Relationship of Parties: Nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, employment or agency relationship, other than the express trust herein, between the Parties.

21.7. No Third-Party Beneficiaries: Except for the Company and the authorised user of the platform, nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties any rights, benefits or remedies.

21.8. Execution, Counterparts and Electronic Signatures: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument. Execution and delivery by electronic means, including scanned PDFs, shall constitute valid execution and delivery.

21.9. Costs and Expenses: Except as expressly provided, each Party shall bear its own costs and expenses in relation to the negotiation and execution of this Agreement.

Electronic Acceptance

By executing this Agreement, the Provider confirms that it has read, understood and agrees to be bound by:

• The Platform’s Terms and Conditions;
• The Platform’s Privacy Policy;
• The Platform’s Cancellation, Refund and Payment Policies;
• Any other policies or guidelines published by the Company on the Platform from time to time and notified to the Provider.

This Agreement is concluded electronically. By selecting the “I Agree”, “Accept”, or similar option made available on the Platform, the Authorised Signatory of the Healthcare Provider acknowledges that he/she has read, understood and agrees to be bound by the terms of this Agreement. Such electronic acceptance shall constitute a valid and legally binding acceptance of this Agreement and shall have the same force and effect as execution by physical or electronic signature, to the fullest extent permitted under the applicable laws of India.