Subscription Plan

MYDOCTORSAPP SUBSCRIPTION SERVICES AGREEMENT

1. PARTIES

This MyDoctorsApp Subscription Services Agreement ("Agreement") is entered into by and among:

(A) ITTRP PRIVATE LIMITED, a company duly incorporated under the laws of India, having its registered office at 1901, Belmondo Tower 29, Lodha Housing Complex, Gahunje, Pune, India, 412101, bearing CIN U72200PN2021PTC201712 and GST No. 27AAGCI1760A1ZZ, hereinafter referred to as "ITTRP" or the "Product Owner";

(B) YUGONIX TECH PRIVATE LIMITED, having its registered office at RH-12, Kasliwal Poorva, Opp. Airport, Jalna Road, Chhatrapati Sambhajinagar, Maharashtra – 431007, India, bearing CIN U62011MH2025PTC462168 and GST No. 27AACCY1206D1ZS, hereinafter referred to as "Yugonix" or the "Authorised Sales and Marketing Partner"; and

(C) [Doctor Name], a [Business Entity Type] having its principal place of business / registered office at [Address], hereinafter referred to as the "Client".

ITTRP, Yugonix, and the Client are individually referred to as a "Party" and collectively as the "Parties".

1.1 Commercial Roles of the Parties

(a) ITTRP is the creator, developer, lawful owner, and technology provider of the software product marketed under the name MyDoctorsApp and retains full ownership, title, and interest in and to the Product and all related intellectual property.
(b) Yugonix is the non-exclusive / authorised commercial partner of ITTRP for the marketing, promotion, sale, onboarding coordination, and commercial management of subscriptions for MyDoctorsApp.
(c) Unless expressly stated otherwise in a signed order form or invoice, Yugonix may invoice and collect subscription fees from the Client on its own behalf and/or on behalf of ITTRP pursuant to its commercial arrangement with ITTRP.
(d) ITTRP shall remain responsible for product ownership, platform operation, hosting oversight, product updates, and technical enablement, whether directly or through approved contractors or infrastructure providers.
(e) Yugonix shall remain responsible for customer acquisition, sales communication, commercial coordination, subscription administration, and first-level commercial interface with the Client.

2. EXECUTION AND ELECTRONIC CONTRACTING

2.1 The Parties agree that this Agreement may be executed physically or electronically and that such execution shall be valid and enforceable in accordance with applicable law.
2.2 Acceptance may take place by electronic signature, digital signature, click-wrap acceptance, email confirmation, online checkbox acceptance, scanned signed copy, or any other legally recognisable electronic mode.
2.3 Electronic records relating to this Agreement, invoices, notices, subscription records, account logs, support records, usage records, and communications may be maintained in electronic form by ITTRP and/or Yugonix and relied upon to the extent permitted by law.
2.4 No Party shall object to enforceability solely because this Agreement was concluded through electronic means.

3. EFFECTIVE DATE

This Agreement shall become effective on the earliest of the following:
(a) the date on which the Client accepts this Agreement electronically or physically;
(b) the date on which the Client subscribes to MyDoctorsApp;
(c) the date on which the Client first accesses or uses MyDoctorsApp after being presented with this Agreement; or
(d) the date of last signature by the Parties,
(“Effective Date”).

4. INTENT TO CREATE LEGAL RELATIONS

The Parties confirm that they intend to create legally binding and enforceable obligations under this Agreement.

5. DEFINITIONS

In this Agreement, unless the context otherwise requires:

5.1 "Application" or "MyDoctorsApp" means the software application, platform, dashboard, website components, portal, interfaces, modules, tools, APIs, and related services made available to the Client on a subscription basis.
5.2 "Authorised User" means any employee, doctor, receptionist, nurse, administrator, consultant, or other person authorised by the Client to access and use MyDoctorsApp on the Client’s behalf.
5.3 "Business Day" means any day other than a Sunday or public holiday in Maharashtra, India, on which commercial banks are open for business.
5.4 "Client Data" means all data, records, content, text, images, files, appointment data, patient information, communications, reports, and other materials entered, uploaded, stored, processed, or transmitted by or on behalf of the Client or its Authorised Users through MyDoctorsApp.
5.5 "Confidential Information" means all non-public technical, commercial, strategic, legal, financial, operational, security, medical, product, or business information disclosed by one Party to another Party, whether orally, in writing, or electronically.
5.6 "Documentation" means user manuals, onboarding documents, help materials, support instructions, policies, and usage guidelines relating to MyDoctorsApp.
5.7 "Fees" means subscription fees, setup fees, onboarding fees, support charges, domain-related charges, taxes, and any other amounts payable by the Client under this Agreement.
5.8 "Intellectual Property Rights" or "IPR" means all present and future intellectual property rights, whether registered or unregistered, including copyrights, trademarks, service marks, domain rights, database rights, design rights, software rights, trade secrets, know-how, moral rights, and all analogous rights.
5.9 "Medical Data" means any patient, clinical, health, consultation, diagnosis, treatment, prescription, or healthcare-related data processed through MyDoctorsApp.
5.10 "Personal Data" means any information relating to an identified or identifiable natural person, to the extent protected under applicable law.
5.11 "Services" means subscription-based access to MyDoctorsApp together with the standard support, hosting, maintenance, deployment assistance, and related services included in the applicable plan.
5.12 "Subscription" means the limited, revocable, non-exclusive, non-transferable, non-sublicensable right granted to the Client to access and use MyDoctorsApp during the Subscription Term.
5.13 "Subscription Term" means the monthly, quarterly, annual, or other period for which the Client has subscribed to the Services.
5.14 "Support Services" means standard technical support and maintenance services made available during an active paid Subscription Term.
5.15 "Unauthorised Use" means any access or use of MyDoctorsApp that is unlawful or outside the scope expressly permitted under this Agreement.

6. INTERPRETATION

6.1 Headings are for convenience only and do not affect interpretation.
6.2 Words in the singular include the plural and vice versa.
6.3 "Including" means "including without limitation".
6.4 No provision shall be interpreted against any Party merely because that Party drafted it.

7. SUBSCRIPTION GRANT

7.1 Subject to payment of Fees and compliance with this Agreement, the Client is granted a limited Subscription to access and use MyDoctorsApp solely for its own internal professional, clinical, administrative, and operational purposes.
7.2 MyDoctorsApp is licensed and subscribed to, not sold.
7.3 No ownership rights in MyDoctorsApp are transferred to the Client.
7.4 The number of users, features, modules, storage limits, usage entitlements, and support levels shall be governed by the subscription plan selected by the Client.
7.5 ITTRP may modify, update, patch, improve, suspend, replace, or discontinue features of MyDoctorsApp from time to time, provided such changes do not materially deprive the Client of core paid functionality during the current paid Subscription Term, except where changes are required for security, legal, regulatory, technical, or third-party dependency reasons.

8. AUTHORISED USERS AND ACCOUNT SECURITY

8.1 The Client is responsible for all use of MyDoctorsApp through its account and by its Authorised Users.
8.2 The Client shall ensure that account credentials are kept confidential and secure.
8.3 The Client shall immediately revoke access for persons no longer authorised to use the Services.
8.4 The Client shall promptly notify Yugonix and/or ITTRP of any suspected unauthorised access, credential compromise, misuse, or security incident affecting the Client’s account.
8.5 The Client is liable for all acts and omissions of its Authorised Users as if they were the acts and omissions of the Client itself.

9. RESTRICTIONS ON USE

The Client shall not, and shall not permit any third party to: (a) copy, reproduce, adapt, translate, modify, or create derivative works of MyDoctorsApp except as expressly permitted by law;
(b) reverse engineer, decompile, disassemble, or attempt to discover the source code, structure, logic, or underlying ideas of MyDoctorsApp;
(c) rent, lease, resell, sublicense, distribute, assign, or commercially exploit MyDoctorsApp except as expressly authorised in writing;
(d) share access with unauthorised third parties;
(e) remove or alter any proprietary notices or branding;
(f) use the Services to store or transmit malicious code, unlawful content, infringing content, or harmful material;
(g) interfere with, scan, probe, or test vulnerabilities of the platform without prior written consent;
(h) scrape, harvest, mine, or systematically extract data except through authorised functions expressly made available;
(i) use MyDoctorsApp in violation of applicable law, medical ethics, privacy obligations, or professional obligations; or
(j) use MyDoctorsApp to build or support a competing product or service.

Any Unauthorised Use constitutes a material breach of this Agreement.

10. CLIENT RESPONSIBILITIES

10.1 The Client shall be solely responsible for:
(a) the legality, accuracy, integrity, and appropriateness of Client Data;
(b) obtaining and maintaining all licences, registrations, approvals, consents, and authorisations required for the Client’s business and for use of MyDoctorsApp;
(c) compliance with all applicable medical, healthcare, tax, recordkeeping, privacy, telemedicine, advertising, and professional regulations applicable to the Client;
(d) independently reviewing all outputs, communications, records, reminders, schedules, prescriptions, and reports before relying on them; and
(e) maintaining its own independent backups and records where required by law or good business practice.
10.2 The Client shall cooperate in a timely manner for onboarding, deployment, data configuration, domain setup, approvals, and go-live activities.
10.3 The Client acknowledges that neither ITTRP nor Yugonix supervises or controls the Client’s medical practice, patient care, treatment decisions, billing decisions, or legal compliance.

11. DOMAIN NAME REGISTRATION AND MANAGEMENT

11.1 Where the Services include a website, microsite, clinic page, or branded online presence, Yugonix may, on behalf of the Client, facilitate and/or undertake the purchase, registration, renewal, transfer, or technical management of the required domain name.
11.2 All domain-related costs, including registration fees, renewal fees, transfer fees, premium domain charges, registrar charges, privacy protection charges, and any third-party domain expenses, shall be borne solely by the Client.
11.3 The Client shall make all domain-related payments in a timely manner. Neither Yugonix nor ITTRP shall be liable for suspension, expiry, cancellation, loss, or transfer issues caused by non-payment or delayed payment by the Client.
11.4 The legal and beneficial ownership rights in the domain name shall remain with the Client, even if the domain is procured, technically configured, or managed by Yugonix on the Client’s behalf.
11.5 If the Client requests a change of domain name, the Client shall bear all costs for the new domain, migration, setup, reconfiguration, SSL changes, DNS adjustments, and related work.
11.6 If the Client wishes to discontinue, transfer, or not renew a domain managed through Yugonix, the Client shall provide at least 30 (thirty) days’ prior written notice.
11.7 Neither Yugonix nor ITTRP shall be liable for domain unavailability, registrar errors, domain disputes, registry actions, suspension by a third-party registrar, or delays outside their reasonable control.

12. DOMAIN CREDENTIALS AND WEBSITE ACTIVATION

12.1 Where required for deployment, the Client shall provide complete and accurate credentials, approvals, authorisations, OTPs, DNS access, registrar access, or any other information necessary for configuration and go-live.
12.2 Yugonix and/or ITTRP shall use domain-related access only for configuration, maintenance, support, and deployment purposes and shall apply reasonable confidentiality and security measures.
12.3 Any delay caused by the Client’s failure to provide approvals, information, credentials, or authorisations shall not be attributable to ITTRP or Yugonix.

13. TIMELINE FOR WEBSITE DEPLOYMENT AND GO-LIVE

13.1 Upon receipt of payment, required content, required technical information, domain approvals/credentials, and all dependencies reasonably requested from the Client, go-live activities shall be initiated.
13.2 The Client acknowledges that activation of the website or web components may require a minimum period of 10 (ten) to 15 (fifteen) working days, subject to configuration, DNS propagation, content readiness, testing, and third-party dependencies.
13.3 Timelines may be extended due to technical issues, third-party delays, incomplete information, change requests, force majeure events, or Client-side delays.
13.4 The Client agrees that the website cannot be made live without a valid, functional, and properly configured domain name where such domain is required for deployment.
13.5 Any delay in go-live caused by non-availability of domain, approvals, credentials, or other Client-side dependencies shall not constitute breach by ITTRP or Yugonix.

14. HOSTING, DNS, INTERNET DOWNTIME, AND THIRD-PARTY EVENTS

14.1 ITTRP and/or its approved infrastructure providers shall host and maintain the application infrastructure. Yugonix may coordinate implementation and client communication in relation to the same.
14.2 The Client acknowledges that service availability depends on hosting systems, internet connectivity, DNS systems, cloud providers, telecom providers, registrar systems, and other third-party services.
14.3 Neither ITTRP nor Yugonix guarantees uninterrupted or error-free availability at all times.
14.4 Neither ITTRP nor Yugonix shall be liable for downtime, inaccessibility, delay, disruption, or service degradation resulting from:
(a) scheduled maintenance;
(b) hosting incidents;
(c) DNS propagation or resolution issues;
(d) internet or telecom failures;
(e) third-party service provider failures;
(f) cyberattacks, malware, hacking attempts, or unauthorised third-party intrusions; or
(g) events beyond reasonable control.
14.5 Reasonable technical assistance may be provided to identify and coordinate restoration of service, but such downtime shall not by itself amount to breach or entitle the Client to refund, compensation, or damages.
14.6 If restoration, repair, reconfiguration, data recovery, or technical intervention is required due to third-party acts, registrar failures, Client-side negligence, external developer changes, malware, hacking, or unauthorised access, the related costs shall be borne by the Client.
14.7 Such restoration support may be provided on a chargeable basis subject to prior approval from the Client.

15. FEES, BILLING, AND PAYMENT

15.1 The Client shall pay all Fees in accordance with the selected subscription plan, order form, quotation, and invoices issued by Yugonix and/or ITTRP, as applicable.
15.2 Unless otherwise agreed in writing:
(a) all Fees are payable in advance;
(b) invoices are payable within 7 (seven) days of invoice date; and
(c) time is of the essence in respect of payment obligations.
15.3 Payment shall be made only to the official bank account communicated by the invoicing entity through official company channels. Payment to any personal or unauthorised account shall not be treated as valid discharge.
15.4 All Fees are non-refundable except where this Agreement expressly states otherwise.
15.5 Overdue amounts may carry interest at 18% per annum calculated on a daily basis from the due date until actual receipt.
15.6 In case of non-payment, the Provider side may suspend access, suspend support, deny renewals, restrict features, withhold exports, or terminate this Agreement.
15.7 All taxes, including GST and applicable governmental levies, shall be borne by the Client in addition to Fees, except taxes on the income of the receiving entity.
15.8 The Client shall bear reasonable collection costs and legal expenses incurred in recovery of overdue amounts to the extent permitted by law.

16. CONFIDENTIALITY

16.1 Each Party shall keep the other Party’s Confidential Information confidential and shall not disclose it except to employees, advisers, affiliates, contractors, or representatives who need to know it for purposes of this Agreement and who are bound by confidentiality obligations.
16.2 Confidential Information may also be disclosed where required by law, court order, or regulatory authority.
16.3 The receiving Party shall use the disclosing Party’s Confidential Information only for purposes connected with this Agreement.
16.4 The Client acknowledges that MyDoctorsApp, its software, architecture, source code, workflows, product plans, pricing, documentation, and security mechanisms are confidential information of ITTRP and, where applicable, Yugonix.
16.5 The confidentiality obligations in this Clause shall survive for 5 (five) years after termination, and with respect to trade secrets, source code, and patient-related confidential data, for so long as such information remains confidential.

17. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

17.1 All Intellectual Property Rights in and to MyDoctorsApp, including the software, source code, object code, designs, interfaces, APIs, modules, workflows, architecture, documentation, updates, patches, modifications, derivative works, product name, and related technology, are and shall remain vested solely and exclusively in ITTRP and/or its licensors.
17.2 Except for the limited Subscription expressly granted to the Client, no right, title, or interest in any Intellectual Property Rights is transferred to the Client.
17.3 Client Data shall remain the property of the Client or its lawful licensors.
17.4 The Client grants ITTRP and Yugonix a non-exclusive, limited, worldwide, royalty-free right during the Subscription Term and any applicable retention period to use Client Data solely to the extent necessary to host, process, support, secure, maintain, provide, and enforce the Services, and to create aggregated or anonymised service analytics that do not identify the Client or any individual.
17.5 The Client shall not challenge, dispute, oppose, or assist others in challenging ITTRP’s ownership of MyDoctorsApp or related Intellectual Property Rights.
17.6 Any suggestions, ideas, recommendations, feature requests, or feedback provided by the Client may be used by ITTRP and/or Yugonix without restriction or additional payment.
17.7 No assignment of intellectual property shall be valid unless made by a separate written instrument expressly signed by ITTRP.

18. SUPPORT, MAINTENANCE, AND SERVICE LEVELS

18.1 Standard Support Services shall be available only during an active paid Subscription Term and only to the extent included in the subscribed plan.
18.2 Unless otherwise agreed in writing, support hours shall be Monday to Saturday, 10:00 AM to 6:00 PM IST, excluding public holidays.
18.3 Support may be provided through email, helpdesk, ticketing portal, messaging channels, telephone, or any official channel designated from time to time.
18.4 Yugonix may provide first-level support coordination and customer communications. ITTRP may provide or supervise second-level / technical / platform support.
18.5 Support issues may be prioritised as critical, high, medium, or low, with response targets applied on a commercially reasonable efforts basis only and not as guaranteed service levels.
18.6 Included support is limited to reproducible technical defects, login/support queries, standard configuration guidance, patches, updates, and platform stability issues.
18.7 Exclusions include custom development, bespoke reports, on-site support, data entry, migration cleanup, operational work, legal advice, medical advice, tax advice, and issues caused by Client-side systems or misuse.
18.8 Support may be suspended if Fees are unpaid, there is material breach, suspected fraud, unlawful use, or security concerns.

19. DATA PROTECTION, PRIVACY, AND PATIENT DATA

19.1 The Parties acknowledge that the Services may involve the processing of Personal Data and Medical Data, including patient information.
19.2 To the extent applicable under law, the Client shall remain the primary party determining the purpose and means of processing of Client-side patient/personal data, and ITTRP shall act as the technology provider / processor / service provider only to the extent it processes such data for providing the Services.
19.3 Yugonix may access limited Client and account information only to the extent reasonably necessary for sales administration, onboarding, billing, support coordination, account management, renewals, and related commercial functions.
19.4 The Client shall be solely responsible for:
(a) obtaining all patient consents, notices, permissions, and lawful authorisations required by law;
(b) ensuring compliance with applicable healthcare, privacy, telemedicine, and data protection requirements;
(c) maintaining confidentiality and proper internal handling of patient data; and
(d) controlling its own users, devices, passwords, and internal access systems.
19.5 ITTRP shall implement commercially reasonable administrative, technical, and organisational safeguards for the platform.
19.6 Neither ITTRP nor Yugonix warrants absolute security, and no digital system can be guaranteed to be fully secure or immune from cyberattack.
19.7 Neither ITTRP nor Yugonix shall be liable for:
(a) misuse of patient data by the Client or its users;
(b) unauthorised access caused by weak credentials, shared logins, compromised Client devices, or Client negligence; or
(c) regulatory non-compliance attributable to the Client.
19.8 The Client shall indemnify and hold harmless ITTRP and Yugonix against claims, penalties, losses, and liabilities arising from the Client’s violation of applicable data protection or patient confidentiality obligations.
19.9 Upon expiry or termination, the Client may request export of available Client Data within 30 (thirty) days, after which active system copies may be deleted or anonymised, subject to legal or backup retention requirements.

20. MEDICAL DISCLAIMER

20.1 MyDoctorsApp is a technology and administrative software platform only.
20.2 Neither ITTRP nor Yugonix provides medical advice, diagnosis, treatment, prescriptions, or clinical judgment.
20.3 The Client is solely responsible for all medical, ethical, legal, and professional decisions and for all patient communications, consultations, diagnoses, treatments, prescriptions, billing, and recordkeeping.
20.4 The Client shall independently verify all outputs, notifications, data, schedules, records, templates, reminders, or automated functions before relying on them.
20.5 Neither ITTRP nor Yugonix shall be liable for malpractice claims, patient injury, treatment outcomes, missed appointments, medical errors, billing disputes, or healthcare-related consequences arising from the Client’s use of the Services.

21. WARRANTIES AND DISCLAIMERS

21.1 Each Party represents that it has the authority to enter into this Agreement.
21.2 The Client represents that it has the lawful right to use the Services and to provide the data processed through them.
21.3 ITTRP warrants only that the Services will be provided with reasonable skill and care customary for a software subscription service of similar nature.
21.4 Except as expressly stated, the Services are provided on an "as is" and "as available" basis.
21.5 To the maximum extent permitted by law, ITTRP and Yugonix disclaim all implied warranties, including merchantability, fitness for a particular purpose, uninterrupted availability, accuracy, completeness, and non-infringement, except to the extent such disclaimer is not legally permitted.
21.6 Neither ITTRP nor Yugonix warrants that use of MyDoctorsApp will, by itself, ensure the Client’s compliance with any law or professional requirement.

22. INDEMNITY

22.1 The Client shall indemnify, defend, and hold harmless ITTRP, Yugonix, and their directors, officers, employees, contractors, affiliates, licensors, and representatives from and against claims, losses, liabilities, penalties, damages, costs, and expenses arising out of or relating to:
(a) breach of this Agreement by the Client or its Authorised Users;
(b) misuse or unlawful use of MyDoctorsApp;
(c) the Client’s business operations, medical services, patient care, billing, advertising, or regulatory non-compliance;
(d) Client Data or the Client’s use of the Services violating law or third-party rights;
(e) privacy breaches, consent failures, unlawful processing, or patient data mishandling attributable to the Client; and
(f) modifications, integrations, or instructions requested by the Client that lead to claims or losses.
22.2 ITTRP shall indemnify the Client only against third-party claims finally adjudicated by a competent court or settled by ITTRP, to the extent such claim alleges that MyDoctorsApp, as originally provided by ITTRP and used strictly in accordance with this Agreement, infringes a valid Indian copyright or registered trademark of such third party.
22.3 Yugonix shall not have product IP infringement indemnity liability except to the extent a claim arises directly from Yugonix’s own independently created sales or marketing content that infringes third-party rights.
22.4 The indemnified Party shall promptly notify the indemnifying Party and permit reasonable control of defence and settlement, subject to reasonable cooperation.

23. LIMITATION OF LIABILITY

23.1 The Client acknowledges that the Fees reflect the allocation of risk under this Agreement.
23.2 To the maximum extent permitted by law, neither ITTRP nor Yugonix shall be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, business, goodwill, opportunity, anticipated savings, data loss, or third-party claims.
23.3 Without limiting the above, neither ITTRP nor Yugonix shall be liable for delays in website activation caused by Client-side delays, domain issues, registrar failures, DNS errors, hosting interruptions, internet failures, patient claims, medical decisions, or regulatory issues attributable to the Client.
23.4 The aggregate cumulative liability of ITTRP and Yugonix together, arising out of or in connection with this Agreement, shall not exceed the total Fees actually paid by the Client under this Agreement during the 3 (three) months immediately preceding the event giving rise to the claim.
23.5 No claim may be brought by the Client more than 12 (twelve) months after the cause of action first arose.
23.6 Nothing in this Agreement shall exclude liability to the extent such exclusion is prohibited by applicable law.

24. TERM, RENEWAL, SUSPENSION, AND TERMINATION

24.1 This Agreement shall commence on the Effective Date and continue for the initial Subscription Term.
24.2 Unless otherwise agreed in writing, the Subscription shall automatically renew for successive periods equal to the prior Subscription Term unless either side gives at least 30 (thirty) days’ notice of non-renewal.
24.3 Yugonix and/or ITTRP may revise plans, Fees, or commercial terms on renewal by prior notice.
24.4 Access may be suspended immediately in case of non-payment, security risk, suspected misuse, legal risk, emergency maintenance, or material breach.
24.5 The Client may terminate for convenience upon 30 (thirty) days’ prior written notice, but all accrued Fees shall remain payable and prepaid amounts shall be non-refundable.
24.6 Yugonix and/or ITTRP may terminate for convenience upon 15 (fifteen) days’ prior written notice.
24.7 Yugonix and/or ITTRP may terminate immediately for cause if the Client fails to pay, materially breaches the Agreement, uses the Services unlawfully, threatens system integrity, becomes insolvent, or exposes the provider side to material legal or reputational risk.
24.8 Upon termination or expiry:
(a) all outstanding Fees become immediately due;
(b) all rights granted to the Client cease;
(c) access may be disabled; and
(d) the Client remains responsible for requesting available data export within the applicable period.

25. CHANGE IN LAW AND REGULATORY ENVIRONMENT

25.1 If there is any change in applicable law, government policy, medical regulation, privacy requirement, cybersecurity standard, telecom requirement, or regulatory direction that affects feasibility, legality, timelines, costs, or technical implementation, such change shall not by itself constitute breach by ITTRP or Yugonix.
25.2 The provider side may modify, suspend, reconfigure, or discontinue affected features to comply with legal or regulatory requirements.
25.3 Any substantial additional compliance work or implementation effort arising from change in law may be charged separately upon notice to the Client.

26. GOVERNING LAW, DISPUTE RESOLUTION, AND JURISDICTION

26.1 This Agreement shall be governed by the laws of India.
26.2 The Parties shall first attempt to resolve disputes through good faith negotiations for 15 (fifteen) days after written notice of dispute.
26.3 If not resolved, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator mutually appointed by the Parties. If the Parties fail to agree on the arbitrator within 15 (fifteen) days, the appointment may be sought in accordance with applicable law.
26.4 The seat and venue of arbitration shall be Chhatrapati Sambhajinagar, Maharashtra, India.
26.5 The arbitration shall be conducted in English.
26.6 The award shall be final and binding.
26.7 Notwithstanding the above, ITTRP and/or Yugonix may seek interim, injunctive, or equitable relief from courts of competent jurisdiction to protect intellectual property, confidential information, data security, or proprietary rights.
26.8 Subject to the arbitration clause, courts at Chhatrapati Sambhajinagar, Maharashtra shall have exclusive jurisdiction.

27. GENERAL PROVISIONS

27.1 Force Majeure: No Party shall be liable for delay or failure caused by events beyond reasonable control, excluding payment obligations.
27.2 Assignment: The Client may not assign this Agreement without prior written consent. ITTRP and/or Yugonix may assign or subcontract to affiliates, successors, contractors, or infrastructure/service providers.
27.3 Independent Contractors: Nothing in this Agreement creates a partnership, employment relationship, or agency between the Client and the provider side, or between the Client and either provider entity beyond the express contractual relationship set out here.
27.4 Notices: Notices shall be in writing and sent by email, courier, registered post, or hand delivery to the addresses notified by the Parties.
27.5 Entire Agreement: This Agreement constitutes the entire agreement relating to its subject matter and supersedes prior discussions and drafts.
27.6 Amendments: Any amendment must be in writing and accepted by authorised representatives, except that provider-side legal/security/service updates may be notified to the Client and accepted by continued use to the extent permitted by law.
27.7 Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in effect.
27.8 Waiver: No waiver is effective unless in writing.
27.9 Publicity: Unless the Client objects in writing, Yugonix and ITTRP may identify the Client’s name and logo as a customer for factual reference, without disclosing confidential commercial terms or patient-related data.
27.10 Counterparts: This Agreement may be executed in counterparts, including electronic counterparts.
27.11 Language: This Agreement is executed in English and the English version shall prevail.
27.12 Survival: Clauses relating to payment, confidentiality, intellectual property, data protection, disclaimers, indemnity, limitation of liability, dispute resolution, and accrued rights shall survive termination.

28. CONTACT DETAILS FOR NOTICE

ITTRP PRIVATE LIMITED
Address: 1901, Belmondo Tower 29, Lodha Housing Complex, Gahunje, Pune, India, 412101
CIN: U72200PN2021PTC201712
GST No. 27AAGCI1760A1ZZ
Email: info@ittrp.com
 

YUGONIX TECH PRIVATE LIMITED
Address: RH-12, Kasliwal Poorva, Opp. Airport, Jalna Road, Chhatrapati Sambhajinagar, Maharashtra – 431007, India
Email: info@yugonix.co.in
 

CLIENT
Name: [Doctor Name]
Address: [Address]
Email: [Doctor Email]
 

 

MYDOCTORSAPP SUBSCRIPTION SERVICES AGREEMENT

This MyDoctorsApp Subscription Services Agreement ("Agreement") is entered into by and among:

YUGONIX TECH PRIVATE LIMITED, a company incorporated under the laws of India, having its registered office at RH-12, Kasliwal Poorva, Opp. Airport, Jalna Road, Chhatrapati Sambhajinagar, Maharashtra – 431007, India, bearing CIN U62011MH2025PTC462168 and GST No. 27AACCY1206D1ZS, hereinafter referred to as “Yugonix” or the “Service Provider” (which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns);

AND

[Doctor Name], a [Business Entity Type] having its principal place of business / registered office at [Address], hereinafter referred to as the “Client” (which expression shall, unless repugnant to the context or meaning thereof, include, in the case of an individual, his/her heirs, executors, administrators and permitted representatives, and in the case of an entity, its successors and permitted assigns).

Yugonix and the Client are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. RECITALS

A. Yugonix is engaged in the business of marketing, selling, onboarding, subscription administration, and customer relationship management in relation to the software product known as MyDoctorsApp.

B. The Client desires to subscribe to and use MyDoctorsApp for its professional, administrative, clinical, scheduling, communication, operational and related lawful internal purposes, subject to the terms and conditions of this Agreement.

C. Yugonix has agreed to provide subscription access to MyDoctorsApp to the Client on the terms and conditions set out herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

2. EXECUTION, ACCEPTANCE, AND ELECTRONIC CONTRACTING

2.1 This Agreement may be executed physically or electronically and shall be valid and enforceable in accordance with applicable Indian law.

2.2 Acceptance of this Agreement may occur by any legally recognisable mode, including physical signature, electronic signature, digital signature, click-wrap acceptance, online checkbox acceptance, email confirmation, scanned signed copy, payment of fees, account activation, or first use of the Services after being presented with this Agreement.

2.3 The Parties agree that electronic records, invoices, subscription records, notices, account logs, support records, communications, and other records maintained in electronic form may be relied upon for all lawful purposes.

2.4 No Party shall dispute the validity or enforceability of this Agreement solely on the ground that it was concluded, accepted, stored, or evidenced in electronic form. Electronic records and electronic signatures are recognised under the Information Technology Act, 2000, including the provisions dealing with legal recognition of electronic records and electronic signatures.

3. EFFECTIVE DATE AND COMMENCEMENT

This Agreement shall come into force and become binding on the earliest of the following events:

a. the date on which the Client signs or accepts this Agreement;
b. the date on which the Client makes payment towards any subscription, setup fee, onboarding fee, or invoice issued by Yugonix;
c. the date on which the Client first accesses, uses, or permits any authorised user to access or use MyDoctorsApp; or
d. the date of commencement specified in an applicable order form, quotation, proposal, invoice, or subscription confirmation.

Such date shall be the “Effective Date”.

4. INTENT TO CREATE LEGAL RELATIONS

The Parties expressly confirm that they intend to create legally binding and enforceable rights and obligations under this Agreement.

5. DEFINITIONS

In this Agreement, unless the context otherwise requires:

5.1 “Application” / “MyDoctorsApp” means the software application, web platform, mobile application, website components, dashboards, interfaces, APIs, modules, tools, portals, and related software services made available on a subscription basis.

5.2 “Authorised User” means any employee, doctor, consultant, receptionist, nurse, administrator, representative, contractor, or other person authorised by the Client to access and use the Services on its behalf.

5.3 “Business Day” means any day other than a Sunday or public holiday in Maharashtra, India, on which commercial banks are ordinarily open for business.

5.4 “Client Data” means all data, records, content, materials, patient information, schedules, appointments, communications, files, text, reports, forms, images, and other information uploaded, entered, stored, transmitted, or processed by or on behalf of the Client through the Services.

5.5 “Confidential Information” means all non-public information disclosed by one Party to the other, whether orally, visually, electronically, or in writing, including commercial, technical, operational, legal, financial, strategic, product, pricing, business, security, customer, and patient-related information.

5.6 “Documentation” means user manuals, onboarding guides, help centre materials, support instructions, service notes, usage rules, policies, and technical or functional documentation made available in relation to MyDoctorsApp.

5.7 “Fees” means all subscription fees, setup charges, onboarding charges, support fees, professional service fees, domain-related costs, taxes, and other charges payable by the Client under this Agreement.

5.8 “Intellectual Property Rights” or “IPR” means all present and future rights in copyrights, trademarks, service marks, trade names, trade secrets, software rights, database rights, designs, patents, know-how, confidential information, domain-related rights, and all analogous rights, whether registered or unregistered.

5.9 “Medical Data” means any patient, clinical, health, consultation, diagnosis, treatment, prescription, or healthcare-related data processed through the Services.

5.10 “Personal Data” means any information relating to an identified or identifiable natural person, to the extent protected under applicable law.

5.11 “Services” means subscription-based access to MyDoctorsApp and such standard support, maintenance coordination, hosting-enabled access, updates, patches, onboarding assistance, and related services as may be included in the applicable plan.

5.12 “Subscription” means the limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term.

5.13 “Subscription Term” means the monthly, quarterly, annual, or other subscription period selected by the Client and accepted by Yugonix.

5.14 “Support Services” means standard technical support, maintenance, troubleshooting, and service assistance made available during an active paid subscription.

5.15 “Unauthorised Use” means any access or use of the Services that is unlawful, unauthorised, outside the scope of this Agreement, or contrary to written instructions or Documentation.

6. INTERPRETATION

6.1 Headings are for convenience only and shall not affect interpretation.

6.2 Words importing the singular shall include the plural and vice versa.

6.3 References to any statute or law include any amendment, re-enactment, replacement, or modification thereof.

6.4 The word “including” shall mean “including without limitation”.

6.5 This Agreement shall not be interpreted against a Party merely because that Party or its advisers drafted or proposed a provision.

7. SUBSCRIPTION AND GRANT OF RIGHTS

7.1 Subject to the Client’s payment of Fees and continuing compliance with this Agreement, Yugonix grants the Client, for the applicable Subscription Term, a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use MyDoctorsApp solely for the Client’s own internal lawful professional, clinical, administrative, business, and operational purposes.

7.2 The Services are licensed and subscribed to, and are not sold.

7.3 The Client acquires no ownership, title, or proprietary interest in MyDoctorsApp or any part thereof.

7.4 The number of users, features, storage, modules, usage entitlements, support levels, and implementation scope shall be as per the plan, proposal, quotation, order form, onboarding note, invoice, or commercial arrangement accepted by Yugonix.

7.5 The Services may be provided through web, mobile, cloud, hosted, or integrated interfaces, and access may be subject to login credentials, device compatibility, internet connectivity, third-party integrations, and reasonable technical requirements.

7.6 Yugonix reserves the right, and the Client acknowledges that the platform owner and technology provider may from time to time update, patch, enhance, improve, reconfigure, replace, suspend, or discontinue any features of MyDoctorsApp, provided that the Client shall not be materially deprived of the core paid functionality during the current paid Subscription Term except where such changes are required for security, legal, regulatory, infrastructure, or third-party dependency reasons.

8. AUTHORISED USERS AND ACCOUNT SECURITY

8.1 The Client shall be responsible for all activities occurring under its account and for all acts and omissions of its Authorised Users.

8.2 The Client shall ensure that usernames, passwords, access tokens, OTPs, and other credentials are kept secure and confidential.

8.3 The Client shall promptly remove or disable access of persons who are no longer authorised to use the Services.

8.4 The Client shall immediately notify Yugonix of any suspected or actual unauthorised access, misuse, compromise, credential theft, security incident, or abnormal system activity.

8.5 The Client shall be liable for any use of the Services through its account unless and until it has notified Yugonix of a proven compromise and taken all reasonable steps requested to secure the account.

9. RESTRICTIONS ON USE

The Client shall not, and shall not permit any third party to:

a. copy, reproduce, adapt, translate, modify, or create derivative works of MyDoctorsApp except as expressly permitted by law;
b. reverse engineer, decompile, disassemble, attempt to derive source code, or discover the structure, sequence, organisation, or underlying ideas of the software;
c. rent, lease, resell, sub-license, distribute, assign, transfer, time-share, or commercially exploit the Services except as expressly authorised in writing;
d. permit access to any person who is not an Authorised User;
e. remove, obscure, alter, or tamper with any copyright notices, trademarks, branding, disclaimers, or proprietary legends;
f. use the Services to store, process, or transmit malicious code, unlawful material, harmful content, infringing material, or content contrary to professional ethics or law;
g. probe, scan, test vulnerabilities, or attempt to bypass security measures without prior written consent;
h. use bots, scrapers, crawlers, or automated means to extract data except through expressly permitted functions;
i. use the Services in violation of any law, medical ethics, professional obligations, privacy duties, or patient confidentiality requirements;
j. use the Services to build, benchmark, or support a competing product or service; or
k. misrepresent the source, ownership, functionality, or limitations of the Services to patients, staff, or third parties.

Any Unauthorised Use shall constitute a material breach of this Agreement.

10. CLIENT RESPONSIBILITIES

10.1 The Client shall be solely responsible for:

a. the legality, completeness, quality, appropriateness, and accuracy of Client Data;
b. obtaining and maintaining all licences, registrations, approvals, consents, permissions, and authorisations required for its medical or business operations;
c. compliance with all applicable laws, rules, regulations, ethics requirements, professional guidelines, and standards relating to healthcare, telemedicine, data handling, taxation, advertising, patient records, and professional conduct;
d. reviewing and independently verifying all outputs, records, alerts, reminders, templates, messages, schedules, reports, and other platform-generated content before relying on them;
e. maintaining independent backups and records if required by law, regulation, professional standards, or prudent business practice; and
f. ensuring that all devices, systems, browsers, and network environments used by it are reasonably secure and suitable for use with the Services.

10.2 The Client shall provide all information, approvals, credentials, authorisations, content, and cooperation reasonably required for onboarding, configuration, deployment, support, and continued service delivery.

10.3 The Client acknowledges that Yugonix does not supervise or control the Client’s medical practice, treatment decisions, patient interactions, prescriptions, billing, or legal compliance.

11. DOMAIN NAME, WEBSITE, AND DEPLOYMENT-RELATED SERVICES

11.1 Where the subscribed package includes a clinic webpage, website component, microsite, branded page, or domain-related deployment, Yugonix may facilitate or coordinate the procurement, registration, renewal, transfer, or configuration of the relevant domain name and related technical setup.

11.2 All domain registration fees, renewal fees, transfer charges, premium charges, registrar fees, privacy fees, SSL charges, and similar third-party costs shall be borne solely by the Client.

11.3 The Client shall ensure timely payment of all domain-related charges. Yugonix shall not be responsible for expiry, suspension, cancellation, loss, or unavailability caused by delayed or non-payment by the Client.

11.4 Unless expressly agreed otherwise in writing, the beneficial and legal ownership of the domain intended for the Client’s use shall remain with the Client.

11.5 If the Client requests a change in domain, migration, redesign, reconfiguration, or DNS restructuring, all associated costs and implementation charges may be billed separately.

11.6 Any timeline for go-live, activation, deployment, or launch shall be subject to availability of required credentials, content, approvals, DNS access, and other dependencies from the Client.

11.7 Yugonix shall not be liable for delay caused by registrars, telecom providers, hosting providers, DNS propagation, third-party approvals, incomplete Client information, or other dependencies outside Yugonix’s reasonable control.

12. HOSTING, INTERNET, AND THIRD-PARTY DEPENDENCIES

12.1 The Client acknowledges that the Services depend on hosting systems, cloud infrastructure, internet connectivity, DNS systems, telecom systems, browser compatibility, third-party service providers, and similar external systems.

12.2 The Services may be temporarily unavailable or degraded due to maintenance, hosting incidents, cyber events, internet outages, DNS issues, software patches, third-party failures, or force majeure events.

12.3 Yugonix does not warrant uninterrupted, continuous, or error-free availability of the Services at all times.

12.4 Yugonix shall not be liable for downtime, latency, interruption, or inaccessibility resulting from:

a. scheduled maintenance;
b. emergency maintenance;
c. infrastructure or hosting incidents;
d. third-party failures;
e. internet or telecom disruption;
f. domain or registrar problems;
g. cyberattacks, malware, denial-of-service attacks, or unauthorised intrusions;
h. Client-side device, software, network, or credential issues; or
i. any event beyond reasonable control.

12.5 Where restoration, reconfiguration, or technical recovery is required due to Client-side negligence, unauthorised changes, third-party interference, malware, or non-approved integrations, such work may be chargeable.

13. FEES, BILLING, AND PAYMENT

13.1 In consideration of the Services, the Client shall pay all Fees strictly to Yugonix in accordance with the applicable quotation, subscription plan, order form, proposal, invoice, email confirmation, or commercial arrangement.

13.2 All invoices shall be issued by Yugonix unless Yugonix expressly communicates otherwise in writing.

13.3 Unless otherwise agreed in writing:

a. all Fees are payable in advance;
b. invoices are payable within 7 (seven) days from the date of invoice;
c. time shall be of the essence in relation to payment obligations; and
d. access, setup, activation, support, renewals, and continued service may be conditional upon timely receipt of payment.

13.4 Payment shall be made only to the official bank account or payment channel communicated by Yugonix through its authorised channels. Payment to any personal account or unauthorised person shall not discharge the Client’s payment obligation.

13.5 All Fees are exclusive of GST and other applicable taxes unless expressly stated otherwise. Such taxes shall be payable by the Client in addition to the Fees.

13.6 All Fees are non-refundable, except where refund is expressly approved by Yugonix in writing or where refund is required by non-excludable applicable law.

13.7 Any overdue payment may carry interest at the rate of 18% (eighteen percent) per annum, calculated on a daily basis from the due date until actual realisation, without prejudice to Yugonix’s other rights and remedies.

13.8 In the event of delay or non-payment, Yugonix may, without prejudice to any other rights:

a. suspend account access;
b. suspend support or renewal processing;
c. disable features or restrict usage;
d. refuse deployment or go-live;
e. withhold exports or handovers to the extent legally permissible; and/or
f. terminate this Agreement.

13.9 The Client shall bear all reasonable recovery costs, legal expenses, and collection costs incurred by Yugonix in recovering overdue amounts, to the extent permitted by law.

14. CONFIDENTIALITY

14.1 Each Party shall keep confidential and shall not disclose the other Party’s Confidential Information except:

a. to its employees, directors, consultants, advisers, contractors, or agents on a strict need-to-know basis and subject to confidentiality obligations;
b. where required by law, court order, or a governmental or regulatory authority; or
c. where such information is already in the public domain through no wrongful act of the receiving Party.

14.2 The receiving Party shall use the disclosing Party’s Confidential Information solely for purposes connected with this Agreement.

14.3 The Client acknowledges that the software, architecture, source code, designs, workflows, pricing structure, technical materials, and security mechanisms of MyDoctorsApp constitute confidential and proprietary information.

14.4 The obligations under this Clause shall survive termination of this Agreement for a period of 5 (five) years, and with respect to trade secrets, source code, and patient-related confidential information, for so long as such information remains confidential.

15. DATA PROTECTION, PRIVACY, AND PATIENT DATA

15.1 The Client acknowledges that use of the Services may involve processing of Personal Data and Medical Data, including patient information.

15.2 As between the Parties, the Client shall remain solely responsible for determining the purpose and manner of collection, entry, use, disclosure, and legality of patient and personal data entered into or processed through the Services.

15.3 The Client shall be solely responsible for:

a. obtaining all notices, consents, permissions, and lawful authorisations required from patients and other data subjects;
b. complying with all applicable data privacy, patient confidentiality, healthcare, telemedicine, and record-keeping requirements;
c. ensuring proper internal access controls, staff confidentiality, and device security; and
d. responding to patient, regulatory, or legal queries relating to the Client’s own collection, use, and disclosure of such data.

15.4 Yugonix may access limited account, subscription, support, and onboarding information to the extent reasonably necessary for sales administration, onboarding coordination, billing, subscription management, support coordination, renewals, and related commercial functions.

15.5 Appropriate technical and organisational safeguards may be implemented for the platform on a commercially reasonable basis; however, no digital system can be guaranteed to be absolutely secure.

15.6 Yugonix shall not be liable for:

a. misuse of patient data by the Client or its staff;
b. data exposure caused by weak credentials, shared logins, compromised Client devices, or Client negligence;
c. inaccurate, unlawful, or excessive data uploaded by the Client; or
d. regulatory non-compliance attributable to the Client’s acts or omissions.

15.7 Upon expiry or termination, the Client may request export of available Client Data within 30 (thirty) days, subject to payment of all dues and technical feasibility, after which active system copies may be deleted, archived, or anonymised, subject to backup cycles, legal obligations, and standard retention practices.

16. INTELLECTUAL PROPERTY RIGHTS

16.1 The Client acknowledges and agrees that all Intellectual Property Rights in and to MyDoctorsApp, including the software, source code, object code, architecture, interfaces, workflows, APIs, designs, layouts, modules, Documentation, patches, updates, enhancements, derivative works, product concepts, branding associated with the product, and related technology, are and shall remain vested exclusively in the lawful owner thereof.

16.2 Except for the limited subscription and access rights expressly granted under this Agreement, no right, title, or interest in any Intellectual Property Rights is transferred or assigned to the Client.

16.3 Client Data shall remain the property of the Client or its lawful licensors, subject always to the Client’s compliance with law and this Agreement.

16.4 The Client grants Yugonix, and such technology provider or support provider as may be engaged in providing the Services, a non-exclusive, limited, worldwide, royalty-free right during the Subscription Term and any applicable retention period to use, host, process, transmit, reproduce, and display Client Data solely to the extent necessary to provide, maintain, secure, support, and improve the Services and to generate aggregated or anonymised analytics that do not identify the Client or any identifiable individual.

16.5 The Client shall not contest, challenge, oppose, or assist any other person in challenging the ownership or proprietary rights in MyDoctorsApp or related Intellectual Property Rights.

16.6 Any feedback, suggestions, improvement ideas, enhancement requests, comments, or recommendations provided by the Client may be used without restriction or additional compensation.

17. SUPPORT, MAINTENANCE, AND SERVICE DELIVERY

17.1 Standard Support Services shall be made available during an active paid Subscription Term and only to the extent included in the applicable plan.

17.2 Support may be provided via email, messaging platform, helpdesk, support ticket system, phone, portal, or other official communication channels designated from time to time.

17.3 Unless otherwise agreed in writing, support hours shall be Monday to Saturday, 10:00 a.m. to 6:00 p.m. IST, excluding public holidays.

17.4 Support issues may be categorised according to severity or urgency, and response efforts shall be made on a commercially reasonable basis. No specific guaranteed service levels shall apply unless separately agreed in writing.

17.5 Included support generally covers reproducible technical defects, login issues, standard guidance, troubleshooting, bug fixes, maintenance coordination, platform issues, and routine updates.

17.6 Excluded services may include custom development, custom integrations, on-site support, data entry, historical data cleanup, legal advice, tax advice, medical advice, training beyond the standard package, or issues caused by misuse or unsupported systems.

17.7 Support may be withheld or suspended in case of non-payment, material breach, unlawful use, suspected fraud, security concerns, abusive conduct, or regulatory risk.

18. MEDICAL DISCLAIMER

18.1 MyDoctorsApp is a software and administrative technology platform only.

18.2 Neither Yugonix nor the platform owner or technical support provider provides medical advice, diagnosis, treatment, prescriptions, or clinical judgment.

18.3 The Client remains solely and fully responsible for all medical, ethical, legal, administrative, and professional decisions taken by it or its personnel, including patient communication, treatment, diagnoses, prescriptions, consultations, billing, and recordkeeping.

18.4 The Client shall independently verify all data, reminders, templates, notifications, reports, and outputs before relying upon them in any clinical or professional context.

18.5 Yugonix shall not be liable for malpractice claims, treatment outcomes, patient injury, medical negligence, missed appointments, professional errors, billing disputes, or healthcare-related consequences arising out of or connected with the Client’s use of the Services.

19. WARRANTIES AND DISCLAIMERS

19.1 Each Party warrants that it has the authority and legal capacity to enter into this Agreement.

19.2 The Client warrants that it has all necessary rights and lawful authority to use the Services and to provide the data processed through them.

19.3 Yugonix warrants only that the subscription access and related service coordination under this Agreement shall be provided with reasonable skill and care customary for software subscription arrangements of a similar nature.

19.4 Except as expressly set out in this Agreement, the Services are provided on an “as is” and “as available” basis.

19.5 To the fullest extent permitted by applicable law, all implied warranties and conditions, including implied warranties of merchantability, fitness for a particular purpose, uninterrupted access, accuracy, completeness, and non-infringement, are disclaimed.

19.6 The Client acknowledges that use of the Services does not by itself ensure compliance with any law, professional requirement, healthcare rule, or regulatory obligation.

20. INDEMNITY

20.1 The Client shall indemnify, defend, and hold harmless Yugonix, its affiliates, directors, officers, employees, consultants, contractors, agents, representatives, licensors, technology providers, and support providers from and against all claims, actions, proceedings, liabilities, penalties, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

a. breach of this Agreement by the Client or its Authorised Users;
b. misuse, unlawful use, or unauthorised use of the Services;
c. the Client’s medical practice, patient care, treatment, prescriptions, billing, marketing, or professional conduct;
d. Client Data infringing any third-party right or violating any law;
e. unlawful collection, processing, disclosure, or mishandling of patient or personal data attributable to the Client;
f. failure to obtain consents, permissions, or notices required under law; and
g. instructions, changes, integrations, or modifications requested by the Client that cause loss or third-party claims.

20.2 The indemnified party shall promptly notify the indemnifying party of any claim, subject always to the indemnified party’s right to take urgent protective action where necessary.

20.3 No settlement that imposes liability or admission on the indemnified party shall be entered into without its prior written consent, not to be unreasonably withheld.

21. LIMITATION OF LIABILITY

21.1 The Client acknowledges that the Fees reflect the allocation of risk under this Agreement.

21.2 To the maximum extent permitted by law, Yugonix shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, loss of revenue, loss of goodwill, loss of opportunity, loss of anticipated savings, loss of business, business interruption, data loss, or third-party claims.

21.3 Without prejudice to the foregoing, Yugonix shall not be liable for:

a. delays in implementation or activation caused by the Client, domain issues, registrar issues, third-party providers, or missing approvals;
b. downtime or inaccessibility arising from hosting, internet, telecom, DNS, or infrastructure failures;
c. security incidents caused by Client-side systems, weak passwords, shared credentials, or unauthorised access attributable to the Client;
d. medical, regulatory, or patient-related claims arising from the Client’s operations; or
e. any act or omission of a third-party service provider not under Yugonix’s direct control.

21.4 The aggregate cumulative liability of Yugonix arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total subscription Fees actually paid by the Client to Yugonix under this Agreement during the 3 (three) months immediately preceding the event giving rise to the claim.

21.5 No claim may be brought by the Client more than 12 (twelve) months after the date on which the cause of action first arose.

21.6 Nothing in this Agreement shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law.

22. TERM, RENEWAL, SUSPENSION, AND TERMINATION

22.1 This Agreement shall commence on the Effective Date and continue for the initial Subscription Term selected by the Client.

22.2 Unless otherwise agreed in writing, the Subscription shall automatically renew for successive terms equal to the immediately preceding Subscription Term unless either Party gives at least 30 (thirty) days’ prior written notice of non-renewal.

22.3 Yugonix may revise plans, scope, features, or Fees at the time of renewal by prior notice.

22.4 Yugonix may suspend access immediately, in whole or in part, in the event of:

a. non-payment or payment default;
b. suspected fraud or unlawful use;
c. actual or suspected security incident;
d. urgent maintenance requirements;
e. material breach by the Client; or
f. legal, regulatory, reputational, or infrastructure risk.

22.5 The Client may terminate this Agreement for convenience by giving 30 (thirty) days’ prior written notice; however, all accrued Fees and committed charges shall remain payable, and prepaid amounts shall be non-refundable.

22.6 Yugonix may terminate this Agreement for convenience by giving 15 (fifteen) days’ prior written notice.

22.7 Yugonix may terminate this Agreement immediately for cause if the Client:

a. fails to pay any amount when due;
b. materially breaches this Agreement and fails to cure such breach within 7 (seven) days of notice, where curable;
c. uses the Services unlawfully or in a manner prejudicial to system integrity or reputation;
d. becomes insolvent, enters liquidation, is unable to pay its debts, or ceases business; or
e. exposes Yugonix or the service ecosystem to material legal, regulatory, reputational, or cybersecurity risk.

22.8 Upon termination or expiry:

a. all outstanding Fees shall become immediately due and payable;
b. the Client’s rights to access and use the Services shall cease;
c. access may be disabled or removed;
d. the Client may request export of available data within the applicable period and subject to payment clearance; and
e. such provisions as are intended to survive shall continue in full force and effect.

23. CHANGE IN LAW AND REGULATORY ENVIRONMENT

23.1 If there is any change in law, regulation, judicial interpretation, government policy, healthcare compliance requirement, cybersecurity requirement, privacy standard, telecom condition, or other regulatory framework that affects legality, feasibility, implementation, cost, or timeline of the Services, the same shall not by itself constitute breach by Yugonix.

23.2 Yugonix may modify, suspend, reconfigure, or discontinue any affected features, workflow, or implementation approach as may be reasonably required for legal, regulatory, operational, or security compliance.

23.3 Any substantial additional compliance work, implementation effort, migration, modification, or change request necessitated by such legal or regulatory change may be separately chargeable.

24. GOVERNING LAW, DISPUTE RESOLUTION, AND JURISDICTION

24.1 This Agreement shall be governed by and construed in accordance with the laws of India.

24.2 The Parties shall first attempt to resolve any dispute, controversy, claim, or disagreement arising out of or in connection with this Agreement through good faith negotiations for a period of 15 (fifteen) days from the date of written notice of dispute.

24.3 If the dispute is not resolved through negotiation, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The Act recognises written arbitration agreements and provides the framework for arbitration and interim measures.

24.4 The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. If the Parties fail to mutually appoint the sole arbitrator within 15 (fifteen) days from the date one Party calls upon the other to do so, the appointment may be made in accordance with applicable law.

24.5 The seat and venue of arbitration shall be Chhatrapati Sambhajinagar, Maharashtra, India.

24.6 The arbitration proceedings shall be conducted in the English language.

24.7 The arbitral award shall be final and binding on the Parties.

24.8 Notwithstanding the foregoing, Yugonix shall be entitled to seek interim, injunctive, or equitable relief from any court of competent jurisdiction for protection of confidential information, intellectual property, unpaid dues, data security, system integrity, or proprietary rights.

24.9 Subject to the arbitration clause, the courts at Chhatrapati Sambhajinagar, Maharashtra shall have exclusive jurisdiction.

25. DISCLOSURE 

For transparency and avoidance of doubt, the Client expressly acknowledges and agrees as follows:

25.1 MyDoctorsApp is created, developed, and owned by ITTRP PRIVATE LIMITED (“ITTRP”).

25.2 ITTRP retains full and exclusive ownership, title, and interest in and to MyDoctorsApp and all related software, source code, object code, technology, architecture, workflows, APIs, designs, documentation, updates, modifications, and all associated Intellectual Property Rights.

25.3 Yugonix is the authorised sales, marketing, onboarding, subscription administration, and commercial partner for MyDoctorsApp.

25.4 This Agreement is entered into only between Yugonix and the Client. ITTRP is not a contracting party to this Agreement and does not issue invoices to the Client under this Agreement unless separately agreed in writing.

25.5 All subscription fees and other charges under this Agreement are payable to Yugonix.

25.6 ITTRP shall provide technology-related functions in the service ecosystem, including such maintenance, updates, patches, platform operation, hosting oversight, technical enablement, and technical support as may be required for delivery of the Services through Yugonix.

25.7 Any support, maintenance, and technical interventions may be performed directly by ITTRP or under its supervision, but all commercial dealings, billing relationships, and subscription arrangements with the Client shall remain managed by Yugonix unless expressly agreed otherwise in writing.

25.8 Nothing in this disclosure transfers any ownership rights in MyDoctorsApp to the Client.

 

26. GENERAL PROVISIONS

26.1 Force Majeure: No Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, riots, strikes, internet failures, cyber incidents, natural calamities, epidemics, government restrictions, or infrastructure failures, provided that payment obligations already accrued shall not be excused.

26.2 Assignment: The Client shall not assign, transfer, delegate, or otherwise deal with this Agreement or any rights hereunder without prior written consent of Yugonix. Yugonix may assign or subcontract its rights or obligations to affiliates, successors, contractors, infrastructure providers, support providers, or service providers.

26.3 Independent Contractors: Nothing in this Agreement shall be construed as creating any partnership, joint venture, employment relationship, fiduciary relationship, or agency between the Parties.

26.4 Notices: All notices shall be in writing and may be sent by email, courier, registered post, or recognised delivery service to the addresses notified by the Parties. Email notices shall be deemed received on the date of transmission unless proven otherwise.

26.5 Entire Agreement: This Agreement, together with any applicable quotation, order form, invoice, accepted proposal, or written commercial schedule, constitutes the entire agreement between the Parties and supersedes prior oral or written discussions, drafts, and understandings relating to its subject matter.

26.6 Amendments: No amendment to this Agreement shall be valid unless made in writing and accepted by authorised representatives of the Parties, except that service, security, legal, policy, or operational updates may be notified by Yugonix and accepted by continued use to the extent permissible under applicable law.

26.7 Severability: If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force to the maximum extent permitted by law.

26.8 Waiver: No waiver of any right or remedy shall be effective unless made in writing. Failure or delay in exercising any right shall not amount to a waiver.

26.9 Publicity: Unless the Client objects in writing, Yugonix may identify the Client’s name and logo as a customer for factual reference, provided no confidential commercial terms, patient information, or private data are disclosed.

26.10 Counterparts: This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original.

26.11 Language: This Agreement is executed in English, and the English version shall prevail.

26.12 Survival: Clauses relating to payment, confidentiality, intellectual property, data protection, disclaimers, indemnity, limitation of liability, dispute resolution, accrued rights, and such other clauses as by their nature are intended to survive shall survive termination or expiry.

27. CONTACT DETAILS FOR NOTICE

YUGONIX TECH PRIVATE LIMITED
Address: RH-12, Kasliwal Poorva, Opp. Airport, Jalna Road, Chhatrapati Sambhajinagar, Maharashtra – 431007, India
CIN: U62011MH2025PTC462168
GST No. 27AACCY1206D1ZS
Email: info@yugonix.co.in

CLIENT
Name: [Doctor Name]
Address: [Address]
Email: [Doctor Email]