The following Terms of Service Agreement (the “Agreement”) is entered into by and between you and Docura Health, Inc. (“Docura Health”, “Company”, “we”, “us” or “our”).

This Agreement governs your access to and use of our platform (“Platform”), our application (“App”), our application programming interfaces (each an “API”) or any other products and services made available by us (collectively, the “Services”).

Please read this Agreement carefully. By accessing or otherwise using the Services or by clicking to accept or agree to the Agreement when this option is made available to you, you:

1. acknowledge that you have read and understood this Agreement,
2. represent and warrant that you meet all eligibility requirements for using the Services, and
3. accept and agree to be bound by this Agreement, including any other terms and appendix incorporated by reference.

If you are using the Services on behalf of an entity, you represent that you have authority to bind that entity. If you do not accept this Agreement, you may not access or use the Services.

Acceptance of this Agreement by electronic means has the same evidential value as a paper agreement.

1. Privacy Policy

Your use of the Services is subject to our Privacy Policy located at
https://docurahealth.com/privacy-policy

The Privacy Policy explains how we collect and use information in connection with this Agreement.

2. Changes to this Agreement

We may update this Agreement at any time. Changes are effective immediately upon posting and apply to all use of the Services thereafter.

Your continued use of the Services constitutes acceptance of the revised Agreement.

Changes to Fees and Payment terms will take effect the calendar month following revision.

3. Use of the Services

Your use of the Services is subject to compliance with this Agreement. You warrant that:

• You are legally capable of entering binding contracts
• Registration information is truthful and accurate
• Information will be kept up to date
• Use of the Services complies with applicable laws

3.1 Intended Use

The Services are designed for healthcare providers, telehealth companies, and related service providers.

The Services do not constitute medical advice.

3.2 Eligibility

You may only use the Services where permitted by law. You are solely responsible for ensuring compliance with applicable laws in your jurisdiction.

3.3 License

We grant you a non-exclusive, non-transferable right to access and use the Services during the Term for authorized end users.

We also grant a limited license to use the Platform, APIs, and related code solely to:

1. develop applications to access the Services, and
2. design, develop, and test such applications.

3.4 Restrictions on Use

You may not:

• Use the Services beyond permitted purposes
• Resell Services without authorization
• Reverse engineer or decompile the Services
• Interfere with service operation
• Circumvent security measures
• Use the Services unlawfully or abusively

3.5 Modifications of the Services

We may modify, restrict, suspend, or terminate the Services at any time.

You may terminate the Agreement within 30 days of modification. We are not liable for service changes.

3.6 Availability

Services may be unavailable for maintenance. We are not liable for temporary unavailability.

3.7 Compliance with Laws

You are solely responsible for legal compliance when using the Services.

This includes data accuracy, security safeguards, lawful use, and required equipment.

3.8 Term and Termination

The Agreement begins on the Effective Date.

It renews monthly unless terminated with one month’s notice.

We may terminate for breach, fraud, or without cause with one month’s notice.

3.9 Effect of Termination

Upon termination:

• All rights cease
• Use of Services must stop
• No compensation is owed

Data will be returned or deleted at your option.

3.10 No Medical Advice

We do not provide medical or legal advice.

You are responsible for compliance and data backups.

4. User Accounts

4.1 Account Registration

Each user must create an individual account and maintain accurate information.

4.2 Account Verification

Healthcare users may be required to verify identity and credentials.

Failure to verify may restrict access.

4.3 Account Responsibility

You are responsible for all activity on your Account and for keeping credentials secure.

4.4 Suspension or Termination

We may disable accounts at our discretion. Accounts may be deleted by emailing akhil@docurahealth.com.

5. Fees

5.1 Fees

Services may be paid or free. Fees may change with notice.

5.2 Invoicing and Payment

Fees are invoiced monthly in arrears and payable upon receipt.

Third-party payment providers may be used.

5.3 Late Payments

Late payment may result in suspension or termination.

Collection costs and interest may apply.

5.4 Taxes

You are responsible for all applicable taxes unless exempt.

6. Customer Support

We provide commercially reasonable technical support but do not guarantee fault-free services.

7. Confidential Information

Confidential Information must not be disclosed except as permitted.

This obligation survives termination.

8. Data Protection

Both parties agree to comply with applicable data protection laws.

8.1 Patient Information

HIPAA compliance is required where applicable.

Use of Services involving PHI requires acceptance of the Business Associate Agreement.

9. Intellectual Property

All rights to the Services remain with Docura Health.

Unauthorized use is prohibited.

10. Warranty Disclaimers and Limitation of Liability

The Services are provided “as is” without warranties.

Liability is limited to the greater of fees paid in the prior six months or $500.

11. Indemnification

You agree to indemnify the Company for claims arising from your use of the Services.

12. Governing Law

This Agreement is governed by the laws of the State of New York.

13. Disputes

Parties will attempt good-faith resolution before legal action.

14. Severability

Invalid provisions will be limited without affecting the remainder.

15. Entire Agreement

This Agreement and any BAA constitute the entire agreement.

16. Force Majeure

We are not liable for failures beyond reasonable control.

17. Assignment

You may not assign without consent. We may assign freely.

18. Waiver

Waivers must be in writing and do not apply to future breaches.

19. Release

You release the Company from claims arising from use of the Services, subject to legal limitations.

20. Comments and Complaints

All communications should be directed to:
akhil@docurahealth.com

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Appendix I: Business Associate Agreement (BAA)

Background

The Parties acknowledge HIPAA obligations and intent to protect Protected Health Information (“PHI”).

1. Definitions

Capitalized terms have the meanings assigned under HIPAA and applicable regulations.

2. Use and Disclosure of PHI

PHI may be used only as necessary to perform services or as required by law.

De-identified PHI is no longer subject to this BAA.

3. Safeguards

Appropriate administrative, physical, and technical safeguards will be maintained.

4. Reporting Incidents

Security incidents must be reported within five business days.

5. Breach Notification

Breaches of unsecured PHI must be reported within seven calendar days.

6. Mitigation

Reasonable steps will be taken to mitigate harmful effects of disclosures.

7. Subcontractors

Subcontractors must agree in writing to equivalent protections.

8. Audit Report

SOC 2 or equivalent audit reports may be provided upon request.

9. Individual Access

PHI access requests must be forwarded to the Covered Entity.

10. Amendment of PHI

Amendment requests must be processed within ten business days.

11. Accounting of Disclosures

Disclosure records must be maintained and provided upon request.

12. Availability of Records

Records will be made available to HHS as required.

13. Covered Entity Responsibilities

Covered Entity must notify Business Associate of restrictions and changes.

14. Data Ownership

No ownership rights are transferred to Business Associate.

15. Term and Termination

The BAA remains effective until obligations are met.

PHI must be returned or destroyed upon termination.

16. Effect of BAA

BAA governs where conflicts exist and complies with applicable law.

17. Regulatory References

HIPAA references include amendments.

18. Notices

Notices will be sent via email.

19. Amendments and Waiver

Amendments must be in writing and signed.