TERMS OF LISTING

This document is an electronic record in terms of the Indian Information Technology Act, 2000, as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

These ‘Terms of Listing’ (hereinafter referred to as the “Agreement”) constitute legal agreement between you, being a Person legally competent to enter into a contract under the applicable laws (hereinafter referred to as the “Medical Practitioner”) and DOCTORVAHINI PRIVATE LIMITED, a company incorporated under the laws of India, having its registered office at 307, Second Floor, Ashirwad Enclave I.P Extension, Patpargang, New Delhi-110092 (hereinafter referred to as “Company”, which expression shall, unless repugnant to the context to meaning thereof, mean and include its successors and permitted assigns) in relation to terms and conditions for listing of the Medical Practitioner on the software based electronic platform in form of a website and a mobile application (“Platform”) owned and operated by the Company. The Medical Practitioner’s access and use of Platform shall be governed by the Agreement.

The Company and Medical Practitioner shall, hereinafter, be collectively referred to as “Parties”.

The Medical Practitioner’s use, access and listing on Platform are strictly subject to the Medical Practitioner’s ‘Acceptance’ of all the terms, conditions and notices contained in this Agreement. Upon the Medical Practitioner’s “Acceptance”, this Agreement shall be effective and binding upon the Medical Practitioner and between the Company and the Medical Practitioner, along with any amendments thereto, from time to time, as published on the Platform.

The Medical Practitioner agrees to have completely read and understood this Agreement and shall not claim invalidity of this Agreement on any ground, including that this Agreement is being concluded electronically. For the aforesaid purposes, 'Acceptance' shall mean the Medical Practitioner’s affirmative action by clicking on ' check-box ' or on the 'continue’ button as provided on the sign-up / registration page.

Notwithstanding anything, the Medical Practitioner’s access and use of and listing on the Platform constitutes the Medical Practitioner’s agreement, ratification and acceptance to be bound by the Agreement.
If the Medical Practitioner does not agree to or is not willing to be bound by the terms and conditions of this Agreement then the Medical Practitioner shall not have any right to access or use the Platform or be listed in it.

This Agreement is and shall be deemed to be concluded and agreed upon between the Medical Practitioner and the Company at New Delhi, India.

WHEREAS:

1. The Company owns and operates the Platform to, inter alia, connect the users / visitor / subscribers to the Platform (“Users”) with the medical practitioners and enabling the Users to consult with the Medical Practitioners remotely over telecommunication and smart devices and other services ancillary thereto. The Company intends to develop a large network of reputed and specialised Medical Practitioners and make available their access to seeking Users and by providing a neutral platform for seamless delivery of services form medical professionals to the patients.
2. The Medical Practitioner has represented that he/ she is a qualified, trained and experienced medical professional registered with appropriate regulatory/ governing authority.
3. The Medical Practitioner has expressed his / her desire to be listed on the Platform as a medical professional in order to reach out to the patients who may engage his services.
4. The Company is agreeable to list the Medical Practitioner on the Platform subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

WHEREAS:

1. This Agreement shall subsist and remain operative unless terminated in accordance with provisions of Clause 6 (Termination) hereof.
2. LISTING OF THE MEDICAL PRACTITIONER AND RELATIONSHIP BETWEEN THE PARTIES
   1. The Medical Practitioner represents that he/ she holds the required educational and training qualifications and is qualified to practice as a medical practitioner and provide consultations and advise to the patients.
   2. In consideration of the Fee mentioned in Clause 5 below, the Company agrees to list the Medical Practitioner on the Platform in the manner provided in and subject to terms of this Agreement.
   3. The Company shall be entitled to seek such information and documents from the Medical Practitioner as it may require in connection with listing of the Medical Practitioner on the Platform. The Company shall have the sole discretion to determine the content to be mentioned on the Platform in relation to the Medical Practitioner and manner of publication of such content.
   4. The Company shall be under no obligation to verify the information and other content provided by the Medical Practitioner to be published on the Platform and shall be entitled to use such content in the manner it deems fit to be used for the purposes of this Agreement.
   5. The Medical Practitioner undertakes to provide all the information and documents required by the Company to the best of his / her knowledge and belief and shall not provide any false or incorrect information to the Company.
   6. The Company shall be entitled to generate and create such other content that it may require in connection with listing of the Medical Practitioner on the Platform, including but not limited, organising photo shoots, video shoots, audio clips etc., with respect to the Medical Practitioner and the Medical Practitioner agrees and undertakes to participate and co-operate in such content creation. The Medical Practitioner hereby agrees to the Company using all such content in the manner it deems fit.
   7. The Medical Practitioner agrees and undertakes that it shall not list himself / herself on any other website, mobile application or any other similar medium (“Competitor”) on the terms more favourable to such Competitor than those agreed between the Company and the Medical Professional.
   8. The Medical Practitioner shall not represent itself to be associated or connected with the Company in any manner whatsoever other than specifically contemplated in this Agreement.
   9. The Company shall not have or be deemed to have any fiduciary obligations or duties to the Medical Practitioner and shall be free to list other medical professionals on the Platform.
   10. Nothing in this Agreement (or any of the arrangements contemplated herein) shall be deemed to constitute a partnership between the Parties and constitute any Party as the agent of another Party for any purpose.
   11. The Company shall have right to display name, photo or other description of the Medical Practitioner in its advertising and marketing material on all mediums, depicting that the Medical Practitioner is listed on the Platform.
   12. The Company shall have the sole right to reserve and restrict the use of and access to the Platform.
   13. The Medical Practitioner is not and shall not be considered as an employee of the Company. Nothing contained in this Agreement or otherwise shall be considered to give the Medical Practitioner any right to claim employment with the Company or fees, benefits and compensation other than those mentioned in the Agreement.
   14. The Medical Practitioner agrees and understands that since he/she is not an employee of the Company, he/she shall not be entitled to any benefits and privileges available to regular employees and staff of the Company.
   15. The Medical Practitioner shall not, by reason of this Agreement, be or be deemed to be, an agent or partner of the Company.
   16. The Medical Practitioner shall not have any right or authority to bind the Company or enter into commitments on behalf of the Company, except to the extent specifically provided to the Medical Practitioner.
   17. The Medical Practitioner shall abide by and adhere to all instructions, directions, notices, guidelines, rules, policies etc., as may be issued by the Company time to time in relation to the listing of the Medical Practitioner on the Platform.
   18. The Medical Practitioner understands and agrees that the Company may require the Users to rate the performance of the Medical Practitioner in order to, inter alia, identify parameters and specific strength areas of the Medical Practitioner so as to develop appropriate analytics for the purpose of understanding requirements of the patients to find the best matching medical professionals. The Company shall have the right to publish such ratings on the Platform and the Medical Practitioner shall not raise any objection to publication of the ratings by the Company.
   19. The Medical Practitioner agrees, undertakes and covenants that he / she shall not engage in any corrupt, unethical, unfair or illegal acts and omissions during the course of providing services to the Users or act in any manner contrary to interests, reputation and goodwill of the Company.
3. OBLIGATIONS OF THE MEDICAL PRACTITIONER
   The principal obligations of the Medical Practitioner pursuant to the Agreement shall be:
   1. to provide his/ her services in a professional manner and not provide any incorrect advice or information to any User, including through the Platform;
   2. to provide information and consent for displaying the information but not limited to profile photo, areas of specialisation etc.;
   3. to maintain accurate availability and description of services offered on the Platform;
   4. to observe all anti-harassment and non-discrimination laws in the performance of the services.
   5. to comply with practices and protocols specified by the Company in relation to interacting with and providing services/ consultations to the Users or posting any content on the Platform.
   6. to strictly comply with all technical and technological requirements under applicable laws in relation to providing services to the Users.
4. RESPONSIBILITIES OF THE COMPANY
   1. The Company shall not discriminate between medical practitioners listed on the Company’s Platform.
   2. The Company shall not represent any information of the Medical Practitioner on the Company’s Platform on which the express consent has not been given by the Medical Practitioner in writing.
5. CONSIDERATION
   1. The Company shall be entitled to collect the amounts paid by the Users on the Platform for availing services of the Medical Practitioner. The Medical Practitioner shall not receive any payment form the Users in any case whatsoever.
   2. In consideration of the Company listing the Medical Practitioner on the Platform and operating, maintaining and marketing the Platform at its own cost and expense, the Company shall be entitled to such amount as agreed between the Parties in writing out of the total amounts received by the Company from services provided by the Medical Practitioner through the Platform (“Company Fee”) and remaining amount, as agreed between the Parties, shall be paid to the Medical Practitioner (“Medical Practitioner’s Fee”).
   3. Each Party shall be responsible for the Goods and Services tax or other form of similar / equivalent indirect tax payable upon the amounts received by it under the Agreement.
   4. The Parties agree that for all the payments received by the Company from the Users, the Company shall provide appropriate invoice to the Users on the Medical Practitioner’s behalf. The Medical Practitioner hereby authorises the Company to generate and issue invoices to the Users.
   5. The payment of amounts representing Medical Practitioner’s Fee shall be done by the Company on a monthly basis. The Medical Practitioner’s Fee shall be paid to the Medical Practitioner on 15th day of a month in respect of the preceding month.
6. TERMINATION OF THE AGREEMENT
   1. This Agreement may be terminated:
      1. by mutual consent of the Parties in writing; or
      2. by the Company by providing the Medical Practitioner with a prior written notice of 15 (fifteen) days; or
      3. by the Medical Practitioner by providing the Company a prior written notice of 15 days.
   2. Notwithstanding anything contained in this Agreement, the Company shall have the right to immediately, without any prior notice, suspend or terminate Agreement, without any liability, if (i) the Medical Practitioner has provided any incorrect advice to any User; (ii) the Medical Practitioner has committed or is guilty of a fraudulent conduct, a deliberate attempt to cause an injury to the Company, or conduct that discredits the Company or is detrimental to the reputation of the Company, including any criminal offence involving moral turpitude; (iii) the Medical Practitioner is guilty of neglect, dishonesty, insobriety, misconduct or commits any act which, in the opinion of the Company is contrary to the interests of the Company or Company’s policies; (iv) on occurrence of more than 3 (three) instances by the Medical Practitioner of not honouring a booked session without prior notice on the Company’s Platform (v) the Medical Practitioner commits a breach of any of the provision of this Agreement.
   3. Any termination of this Agreement shall be without prejudice to any claim or rights of action which have previously accrued to any Party hereto against the other Party, and further, shall not in any manner whatsoever relieve any Party of its obligations (including payment obligations), which have arisen/accrued on or upto the date of such termination of this Agreement. Upon expiry or termination of this Agreement for any reason whatsoever, the listing of the Medical Practitioner on the Platform shall be removed from immediate effect and the Medical Practitioner shall not be entitled to use the services of the Company and the Platform in any manner. Notwithstanding anything contained herein, in case of suspension or termination of the Agreement pursuant to Clause 6.2 above, the Medical Practitioner shall not be entitled to receive any amount from the Company on any account whatsoever.
   4. 6.4 The provisions of Clause 6 (Termination), Clause 9 (Indemnity), Clause 10 (Confidentiality), Clause 12.8 (Dispute Resolution) and Clause 12.9 (Governing Law and Jurisdiction) shall survive the termination of this Agreement pursuant to this Clause.
7. FORCE MAJEURE
   1. The Company shall not be in breach of any obligation under this Agreement to the extent it is delayed in the performance of, or is unable to perform (whether partially or fully), such obligations as a result of the occurrence of an event of Force Majeure.
   2. The Company shall give notice to the Medical Practitioner of the occurrence of an event of Force Majeure as soon as reasonably practicable and in any case within seven (7) days from the date on which it knew of the occurrence of an event of Force Majeure. The Company shall also forthwith provide notice to the Medical Practitioner upon cessation of the relevant event of Force Majeure.
8. INTELLECTUAL PROPERTY RIGHTS
   1. The Parties acknowledge that provision of services by the Company to the Medical Practitioner relating to listing of the Medical Practitioner on the Platform would result in discovery, creation or development of copyright, designs, processes, methods, techniques, improvements, strategies, data and/or other original works of authorship and other intellectual property rights (“Intellectual Property”) and the Medical Practitioner agrees and acknowledges that all rights, title and interest in and to the Intellectual Property upon the creation of the same, shall always fully and absolutely vest in the Company.
   2. The Medical Practitioner agrees and acknowledges that all content and Intellectual Property and rights therein originated, conceived, written, made or discovered by the Medical Practitioner during the course of his association with Company, either as creator and developer of the Content and/ or using the resources or otherwise posted by the Medical Practitioner on the Platform of the Company shall be deemed to be “work made for hire” for the Company (under Applicable Law) and all such intellectual property work shall automatically vest in the Company, ab initio, to the fullest extent permitted by Law. The said existing and future Intellectual Property rights, including in the content, will be the sole and absolute property of the Company. Notwithstanding the generality of the foregoing, the Medical Practitioner agrees to assign to the Company by way of future assignment all Intellectual Property rights for the full terms thereof throughout the world in respect of all intellectual property originated, conceived, written, made or discovered by the Medical Practitioner during the course of his association with the Company and/ or using the resources of the Company or posted by the Medical Practitioner on the Platform. To the maximum extent permitted by applicable law, the rights of the Company herein associated with such Intellectual Property shall not lapse for any reason whatsoever, including but not limited to non-usage and / or non-enforcement of such right after such assignment.
   3. The Medical Practitioner agrees that the Company shall be the sole owner of all the rights in all marketing and advertising content created by the Company including the photographs, audio and video clips and other material created by the Company in relation to listing of the Medical Practitioner on the Platform.
   4. The Parties agree that subject to applicable law, any and all rights in the User data shall at all times solely and absolutely belong to the Company.
9. INDEMNITY AND LIMITATION OF LIABILITIY
   1. The Medical Practitioner shall indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives and its affiliates (collectively, the “Indemnified Persons”) from and against any and all any and all losses, damages, claims, fines, fees, penalties, interest obligations, (including expenses of litigation) suffered or incurred by the Indemnified Persons, as a result of, arising from, or in connection with or relating to (a) any matter inconsistent with, or any breach or inaccuracy of any representation, warranty, covenant or agreement made by the Medical Practitioner ; (b) failure to perform (whether in whole or part) any obligation required to be performed by the Medical Practitioner pursuant to this Agreement; (c) any claims or demands raised or made, or proceedings initiated, by any third party or governmental authority against the Indemnified Persons in relation to the subject matter of this Agreement, including the content provided by the Medical Practitioner to the Company or otherwise posted on the Platform, or the services, consultations and prescriptions provided by the Medical Practitioner to the Users; or (d) any claim in relation to breach of any applicable laws, rules, regulations, notifications, guidelines, etc., by the Medical Practitioner; or (e) any conduct of the Medical Practitioner which leads to termination of the Agreement by the Company pursuant to clause 6.3 of this Agreement.
   2. Without prejudice to the rights available to the Indemnified Persons pursuant to Clause 9.1 above, in case of claim which involves proceedings initiated by any third party or governmental authority, the Indemnified Persons may, at their discretion and at the cost and expense of the Medical Practitioner (a) take control of any such proceeding including deciding the strategy and the course of action to be adopted for the defense in such a proceeding; and (b) contest, compromise or settle any such claim through competent legal counsel/professionals of their choice. The Medical Practitioner shall co-operate with Indemnified Persons on such matters.
   3. The indemnification rights of the Indemnified Persons under this Agreement are independent and in addition to other rights and remedies that may be available under law or equity.
   4. The Parties agree that in no case shall the Indemnified Persons be liable under or related to this Agreement for any of the following, whether based on contract or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) any difference or dispute between the Medical Practitioner and the User; or (iii) any damage to Medical Practitioner’s, User’s or third party’s property; (iv) loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage.
   5. Notwithstanding anything contained in the Agreement, in no event shall the liability of the Indemnified Persons under this Agreement exceed the amount of Company Fee of the month immediately preceding the month in which such claim or liability arises.
10. CONFIDENTIALITY
    1. Each Party shall keep all trade secret, knowledge, data or other information relating to the other Party and information relating this Agreement (“Information”) confidential. Each Party agrees to hold in confidence and not use, disclose or reveal to any Person, Information disclosed to it by the other Party. However, nothing contained herein shall affect the right of the Parties to disclose any Information to their employees, directors, officer, or professional advisers including to their Affiliates, subject to obligations of confidentiality substantially similar to those as applicable to the disclosing Parties hereunder, and/or to any of the regulatory authorities or other person as required under applicable Law.
11. REPRESENTATIONS AND WARRANT
    The Medical Practitioner represents and warrants to the Company that:
    1. he / she has all legal power and authority to execute this Agreement and carry out the terms, conditions and provisions hereof;
    2. there are no actions, suits or proceedings or regulatory authority investigations pending or, to that Party's knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Agreement;
    3. once duly executed this Agreement shall constitute its legal, valid and binding obligations enforceable in accordance with the terms hereof; and
    4. the execution, delivery and performance of this Agreement has been duly authorized by all requisite actions and will not violate or contravene any material provisions of applicable Laws, or violate or contravene any provisions of any indenture, agreement, document or instrument to which it is a party or by which it or its property may be bound or affected.
12. MISCELLANEOUS
    1. Waiver
       No waiver of any provision of this Agreement shall be valid unless expressly made in writing and signed by the Party to be charged therewith. The waiver of a breach of any provision of this Agreement shall not be deemed to constitute a waiver of any other or subsequent breach of the same or any other provision hereof.
    2. Assignment
       The Medical Practitioner shall not be entitled to assign its rights and obligations under the Agreement. The Company shall be free to assign, transfer or delegate all or any part of its rights under this Agreement or delegate its performance under this Agreement.
    3. Variation and other assistance
       
       1. No variation including any, novation, amendment, supplement, deletion or replacement of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is made by an instrument in writing and signed by each Party.
       2. Each Party will without further consideration sign, execute and deliver any document and shall perform any other act which may be necessary or desirable to give full effect to this Agreement and each of the transactions contemplated under this Agreement.
    4. Notices
       All notices or communications under this Agreement shall be in writing and signed by or on behalf of the Party giving it and shall be effective upon delivery in accordance with Clause 12.5, to the applicable Party by letter, or electronic mail at the address indicated by the Parties.
    5. Delivery
       Any notice, document, or communication shall be deemed to be duly given or made when delivered (in the case of personal delivery), at the time of transmission (in the case of electronic mail, provided that in the case of electronic mail a hard copy of such notice or communication is forthwith sent by prepaid post to the relevant address set out below), or (3) Days after being dispatched in the post, postage prepaid, by the most efficient form of mail available and by registered mail if available (in the case of a letter) to such Party at its address specified in Clause 12.4.2, or at such other address as such Party may hereafter specify for such purpose to the other Parties hereto by notice in writing.
    6. Privity of contract
       Save as otherwise expressly provided in this Agreement, any Person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.
    7. Counterparts
       This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which shall be deemed to be an original but all of which shall constitute the same instrument.
    8. Dispute Resolution
       1. Any dispute, difference, controversy or claim between the Parties arising out of or relating to this Agreement or the construction, interpretation, breach, termination or validity thereof (“Dispute”) shall be finally settled under the rules of arbitration set out under the Indian Arbitration and Conciliation Act, 1996 by sole arbitrator appointed by the Company. The Medical Practitioner agrees to be bound by the decision of such sole arbitrator and waives any and all objections to Company having the unilateral right to appoint the sole arbitrator. The place of arbitration shall be New Delhi only and all the arbitration proceedings shall be conducted in the English language.
       2. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.
       3. Subject to Clause 9, each Party shall bear its respective costs of the arbitration, unless arbitrators otherwise direct in their arbitral award.
       4. Governing Law and Jurisdiction
       5. This Agreement, including all matters relating to its validity, construction, performance and enforcement, shall be governed by and construed in accordance with Indian Law.
       6. Subject to the provisions of Clause 12.8 providing for arbitration, for any legal proceedings, the Courts at New Delhi shall have exclusive jurisdiction in relation to such proceedings