Our Service is designed to enable you to obtain telehealth consultations and treatment for common non- emergency or emergency medical conditions by facilitating the connection between you and a licensed healthcare provider. Your Provider may be a general physician, a specialist, or another licensed allied health care provider. Once you are connected to one or more Providers through our Service, each of those Providers may be referred to as “your Provider.” Your Provider is solely responsible for providing you with medical care. Your Provider is neither an agent nor employee of HEALTHx. We act only as a technology platform to connect you with professional healthcare Providers who may be available to provide you with certain medical care. We do not control or interfere with the practice of medicine by Providers, each of whom is solely responsible for the health care services he or she provides. We do not practice medicine and we give no medical advice.

To use our Service, you need to set up an account (“Account”). When you set up an Account, you will need to enter your name, certain information regarding your practice, and create a password (“Password”). You agree that all information you provide is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it current. You may not transfer or share your Password or Account (collectively, the “Account Information”) with anyone outside of or within your practice. You are expressly prohibited from providing access to your Account to other doctors and from transferring patients to any other doctors without such other doctors not already being on HEALTHx’s platform as well.

You are responsible for maintaining the confidentiality of your Account Information and for all activities that occur under your Password or Account. You agree to immediately notify us upon becoming aware of any unauthorized use of your Account Information. HEALTHx reserves the right to take any and all action, as it deems necessary, regarding the security of our Service and your Account Information. Under no circumstances shall HEALTHx be held liable to you for any claims or damages resulting from or arising out of your use of our Service, your use of the Account Information, or your release of the Account Information to a third party.

Subject to your compliance with the terms and conditions of this Agreement, we hereby grant you a limited, non-exclusive, nontransferable right to access our Service and use our Service on your office and home computers and mobile device(s) that you own or control, solely for providing diagnosis and treatment for your patients as well as availing our other services that are currently in development.

You agree that you will not, and will not attempt to: (a) interfere with or disrupt the functioning of the Service in any manner, including the functioning of any software, hardware, network or server connected to the Service; (b) distribute or transfer in any manner the Service or any part of the Service to any third party; (c) copy or modify the Service or any part of the Service for any purpose; (d) incorporate by any means any of the Service content into another application, website or service; (e) reverse-engineer or create derivative works based on any part of the Service for any purpose, commercial or otherwise; or (f) use the Service in any manner that is inconsistent with these Terms of Service. We reserve the right, in our sole discretion, to deny use of the Service to anyone if in our reasonable opinion any of the foregoing should occur.

Licensed in the Country

You represent and warrant that you are currently licensed in the People’s Republic of Bangladesh under the Bangladesh Medical & Dental Council (“BMDC”) and that the license you hold is current, up to date and not expired. You agree to indemnify and hold harmless HEALTHx, its parents, principals, subsidiaries, affiliates, licensors, and suppliers, and the officers, directors, employees, consultants, and agents of each, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from your breach of this warranty.

Disclosure of License Information

You agree to disclose your license information to HEALTHx for due diligence purposes. HEALTHx reserves the right to review your license documents and to track expiration dates to verify that only licensed doctors are on the HEALTHx panel. HEALTHx may, at its sole discretion, request your current license documents as well as any other qualification documents deemed necessary from time to time.

Renewed License

If you renew your license, you must promptly submit a photograph of your current license documents to HEALTHx and update the expiration dates of your license. You are responsible for ensuring that your license information on your HEALTHx profile is current.

You agree to be bound by HEALTHx’s Standard of Care Guidelines, which were built based on the BMDC Telemedicine Guidelines, July 2020.

HEALTHx Patients

Patients will connect with HEALTHx and request to see a doctor for his / her specific needs. The patients will pay HEALTHx for the online consultation in accordance with the price schedule published on www.healthxbd.com. HEALTHx will connect the patient to a doctor that is licensed, registered on the HEALTHx Platform. The assigned doctor will see the patient virtually via the HEALTHx Platform.

Participating Patients

HEALTHx will use best efforts to connect you with a patient that is within your specialization. However, you understand that HEALTHx may not always be able to do so and HEALTHx reserves the right to connect you with patients at its sole discretion. For any patients connected to you by HEALTHx (the “Participating Patient”), you acknowledge and agree to accept such Participating Patient as your patient, and you may not reject such Participating Patient. In the event that you are unable to fulfill an examination or consultation with a Participating Patient, you agree to transfer the Participating Patient to HEALTHx Support within thirty (30) minutes of the connection by HEALTHx, such that the Participating Patient can be assigned to another doctor.

Payment

The HEALTHx Platform currently has an integration with bKash, a third-party payment processor, for payment collection. Upon payment by a patient to HEALTHx, HEALTHx will connect the patient to a doctor. When the doctor completes the examination or consultation, payment is immediately transferred to the doctor’s bKash account (known as a connected account).

Payment Schedule

For each Participating Patient examination or consultation performed by you, HEALTHx will collect payment from the Participating Patient’s insurance company or directly from the Participating Patient. Upon completion of the Participating Patient’s examination or consultation, you will receive a consultation fee collected from the Participating Patient in accordance with the payment schedule set forth in your HEALTHx profile. HEALTHx will transfer the money to your bKash account. Notwithstanding the foregoing, HEALTHx reserves the right to charge any amount for the examination or consultation, at its sole discretion, independent of the negotiated rates.

Refunds

In the event that HEALTHx must refund a payment to a Participating Patient for an examination or consultation, you will not be compensated for such examination or consultation.

Platform Subscription Fee

In order for you to make use of all available services on HEALTHx’s platform, you must choose the subscription tier you want and pay the Subscription Fees as set forth in the Platform. The Platform subscription fees can be paid via bKash on a monthly or yearly recurring basis.

Cancel Subscription

You may cancel your subscription tier at any time before the next subscription payment window, in which case your subscription benefits will continue until the expiry date and then will be reverted back to the free tier.

Automatic Opt-In

You are automatically opted-in for all medical conditions that you have given qualifications for during registration and for which HEALTHx provides services.

Optional Opt-Out

You may optionally opt-out of individual services by contacting HEALTHx through email or mobile.

In the provision of services to Participating Patients, you acknowledge and agree that you will only use the HEALTHx Platform to operate on the panel and see Participating Patients. External tools such as Zoom or other video conferencing services are strictly prohibited unless specified by HEALTHx Support.

You acknowledge and agree to follow the guidelines for charting and documenting examinations or consultations with Participating Patients as provided in the BMDC Telemedicine Guidelines, July 2020.

You are required to connect with a Participating Patient within sixty (60) minutes of HEALTHx assigning such Participating Patient to you. HEALTHx may, at its sole discretion, change this service level requirement from time to time and for individual telehealth services. HEALTHx will communicate such changes to you via the HEALTHx Platform. In the event that you fail to meet the service level requirements three (3) times, HEALTHx reserves the right to suspend or remove you from the Platform.

Term

The term of this Agreement will commence upon the day you create an Account and accept the terms and conditions of this Agreement and remain in full force and effect for an initial term of one (1) month (the “Initial Term”). The Initial Term will automatically renew and extend for additional one (1) month or one (1) year periods (each a “Renewal Term” and, collectively with the Initial Term, the “Term”), unless this Agreement is terminated according to this Section.

Termination by Mutual Consent

This Agreement may be terminated at any time upon mutual consent of both you and HEALTHx. You will receive no refund of any Platform Subscription Fees paid in advance unless otherwise agreed to in writing by HEALTHx.

Termination of Account

You may delete your Account at any time for any reason by sending us an email at contact@healthx.com.bd or calling us at +880 1571 016461 or +880 1322 658481. You understand that termination of your Account may involve deletion of your Account Information from our live databases as well as any content that you uploaded to the Service using such Account. However, HEALTHx may retain your Account Information in accordance with applicable laws and professional standards. You agree that we will not be liable for any termination of your access to our Service or deletion of your Account or content uploaded by you.

As part of the registration process, you will be asked to provide certain personal information. Any use of such information will be treated in accordance with our Privacy Policy, which is incorporated by this reference into these Terms of Service.

We alone own all right, title and interest in and to our Service, including all intellectual property rights, and any suggestions, ideas or other feedback provided by you or any other party relating to our Service.

Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of or created from our Service shall be owned solely and exclusively by HEALTHx, as shall any and all patent rights, copyrights, trade secret rights, trademark rights, and all other proprietary rights. You shall not remove or permit any third party to remove any proprietary rights from our Service or its contents.

Certain names, logos, and other materials displayed in our Service may constitute trademarks, trade names, service marks or logos (“Marks”) of HEALTHx or other entities. You are not authorized to use any such Marks unless we expressly provide authorization for you to do so. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

We reserve the right to modify or discontinue, temporarily or permanently, our Service, or any portion thereof. We will not be liable to you or any third party should we exercise that right. We will not, however, interfere with the doctor-patient relationship between you and your patients. That relationship is independent of HEALTHx.

OUR SERVICE IS PROVIDED ON AN “AS IS” BASIS. ANY ACCESS TO OR USE OF OUR SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO OUR SERVICE, OR WITH RESPECT TO ANY INFORMATION, PRODUCT, SERVICE, MERCHANDISE, OR OTHER MATERIAL PROVIDED ON OR THROUGH OUR SERVICE. WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR USEFULNESS OF OUR SERVICE. WE DO NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, OR ANY ADVERSE INCIDENT.

EXCEPT FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, PERSONAL INJURY, DEATH, OR A PARTY’S INDEMNIFICATION OBLIGATIONS , IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING OUT OF THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE, OUR SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION MADE AVAILABLE THROUGH OUR SERVICE OR ANY SERVICES PERFORMED BY ANY HEALTHCARE PROVIDERS YOU CONNECT WITH VIA OUR SERVICE (INCLUDING CLAIMS OF MEDICAL MALPRACTICE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN THE MAXIMUM LIABILITY FOR ALL CLAIMS OF EVERY KIND WILL NOT EXCEED TEN THOUSAND TAKA (BDT ৳10,000). THE FOREGOING LIMITATION OF LIABILITY WILL COVER, WITHOUT LIMITATION, ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA, AND ANY OTHER INJURY ARISING FROM THE USE OF OUR SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OREXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

You agree to indemnify and hold harmless HEALTHx, its parents, principals, subsidiaries, affiliates, licensors, and suppliers, and the officers, directors, employees, consultants, and agents of each, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from your use of our Service, your violation of this Terms of Service, your violation of any rights of any other person or entity, or any misdiagnosis or mistreatment by you of any patient, including any Participating Patient. We reserve the right to control the defense of any claim for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

HEALTHx operates as a marketing services and lead generator. The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. You have no power or authority to bind HEALTHx to any obligation, agreement, debt or liability. You shall not hold itself out as an agent or representative of HEALTHx.

This Agreement shall be governed by the law of the People’s Republic of Bangladesh, without respect to its conflict of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the nation’s courts located in Bangladesh for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 21.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH HEALTHX AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and HEALTHx agree (a) to waive your and HEALTHx’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Services and Platform, resolved in a court, and (b) to waive your and HEALTHx’s respective rights to a jury trial. Instead, you and HEALTHx agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

No Class Arbitrations, Class Actions or Representative Actions

You and HEALTHx agree that any Dispute arising out of or related to this Terms of Service or the sites, content or products is personal to you and HEALTHx and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and HEALTHx agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and HEALTHx agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

Notice; Informal Dispute Resolution

You and HEALTHx agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to HEALTHx shall be sent by mail or courier to HEALTHX VENTURES LTD., House No – 26, Road – 02, Block – L, Amtoli, Banani, Dhaka – 1212, Bangladesh. Your notice must include (a) your name, postal address, telephone number, the email address or mobile number you use or used for your HEALTHx’s Account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and HEALTHx cannot agree on how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or HEALTHx may, as appropriate and in accordance with this Section, commence an arbitration proceeding.

Process

EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND HEALTHX AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR HEALTHX WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE,OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND HEALTHX WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and HEALTHx agree that (a) any arbitration will occur in Bangladesh, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the relevant rules and laws then in effect, except as modified by this “Dispute Resolution” section, and (c) that the courts of the People’s Republic of Bangladesh, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the area of your billing address if the Dispute meets the requirements to be heard in small claims court.

Authority of Arbitrator

As limited by this Terms of Service and the applicable relevant laws, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Terms of Service. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable relevant laws, discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waive, all rights we may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Severability

If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Terms of Service and will remain valid and enforceable, except as prohibited by applicable law.

Opt-out Right

YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: CONTACT@HEALTHX.COM.BD. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION.

This Agreement, along with the Privacy Policy, constitutes the entire and final agreement between you and HEALTHx and govern your access to our Service, superseding any prior agreements between us with respect to Terms of Service. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. You may not assign any of your rights under these Terms of Service, and any such attempt will be null and void. The validity, interpretation, construction and performance of these Terms of Service will be governed by the laws of the People’s Republic of Bangladesh, without giving effect to the principles of conflict of laws.

Any dispute arising under or relating to these Terms of Service will be resolved solely and exclusively by final and binding arbitration in Bangladesh, under the relevant rules, except that either party may bring a claim related to intellectual property rights, or seek specific performance and/or temporary and permanent injunctive relief without the posting of bond or other security.

The parties agree to the sole and exclusive personal and subject matter jurisdiction and sole and exclusive venue of the courts located in Bangladesh, for any action related to these Terms of Service or the use of our service. You may only resolve disputes with us on an individual basis and not as part of any class, consolidated, multi-party, or representative action. Our failure to enforce any provision of these Terms of Service will not constitute a waiver of such right. If any provision is found to be invalid, the parties agree that the court or arbitrator should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of these Terms of Service remain in full force and effect. The parties agree that the provisions of this Agreement will be fairly interpreted without prejudice to either party, including without limitation any strict interpretation against the drafter.

You agree that regardless of any statute or law to the contrary, any claim or cause of action related to these Terms of Service or the use of our service must be filed within one (1) year after such claim arose or be forever barred. You have no authority to act on behalf of or bind HEALTHx in any way.

The parties agree to the use of electronic documents and records in connection with registration, future transactions and communications involving our Service and that all agreements, notices, disclosures and other communications provided by the parties electronically satisfy any legal requirement that such communications be in writing.

Any use of third-party software provided in connection with our Service, or any third-party product or service accessed or used in connection with our Service, will be governed by the applicable third-party’s license or terms of use, and not by these Terms of Service. If you access our Service from Apple’s App Store, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and as such, Apple will have the right to enforce this Agreement. In addition to this Agreement, your use of our Service must comply with all applicable third-party terms of agreement.

Any and all provisions of this Agreement that would reasonably be expected to be performed after the termination of this Agreement shall survive and be enforceable after such termination, including, without limitation, provisions relating to ownership, indemnification, limitation of liability and governing law.