HEALTHx

Patient Terms of Use

These Terms of Use (the “Terms of Use”) govern your use of www.healthxbd.com (the “Website”) that is owned by HEALTHX VENTURES LTD. (“HEALTHx,” “we,” “us,” or “our“) and any related “Service” (hereafter defined) provided by HEALTHx at the Website and associated mobile applications. By accessing, using, or downloading materials from this Website or any associated mobile applications, you agree to follow and be bound by our Terms of Use and additionally if you use our Service then you are also bound by our Privacy Policy .

We are passionate about all the details of providing you with a great experience. In keeping with that goal, we’ve inserted “Simply Stated” explanations throughout our Terms of Use. These explanations are written in a way that makes our Terms of Use easier to understand. That being said, please remember you’re agreeing to all the fine print when you use HEALTHx and the services it provides, so we encourage you to read our Terms of Use carefully. Our Privacy Policy is included in our Terms of Use, and we take both the privacy and security of your data seriously. Above all else, we value your trust.

One more thing ... our Service is not intended for time-critical emergency situations, so if you have a time- critical medical emergency, call 999 or go to an emergency room facility immediately!

HEALTHx is an online cloud based web portal and interactive mobile applications provided to you by HEALTHx. HEALTHx’s products and services include HEALTHx’s Platform and application. Your access and use of the platform or applications or any part thereof, or anything associated with it, including its contents and any products or services provided by HEALTHx (collectively, the “Service”) are governed by this Terms of Use (this “Agreement”). Please read this Agreement carefully before using the Service.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY DOWNLOADING OUR MOBILE APPLICATION, ESTABLISHING AN ACCOUNT, USING THE SERVICES, AND/OR NAVIGATING THROUGH OUR WEBSITE, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THE AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS THE Privacy Policy, REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE USER TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

01.  General Terms and Conditions

By accessing or using our Service, you agree to be bound by this Agreement and to use our Service in accordance with the terms and conditions of this Agreement. If you do not agree to the terms and conditions of use for our Service as set forth in this Agreement, you may not use the Service.

We reserve the right, at our sole discretion, to change or modify this Agreement at any time. If we need to modify or change the terms of this Agreement, we will post the revised Terms of Use through our Service and update the “Last Revised” date to reflect the date of the changes. You are responsible for being aware of any modifications or changes made to this Agreement. By continuing to use our Service after we post such modifications or changes, you agree to the terms of this Agreement, as modified or changed.

Simply Stated: By using HEALTHx, you’re agreeing to the Terms of Use. If any changes are made, the Terms of Use will be updated. By continuing to use HEALTHx, you’re agreeing to the changes.

02.  What service does HEALTHx provide?

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.

Simply Stated: HEALTHx provides the technology to connect you with licensed healthcare Providers for telehealth consultations, but only your Provider makes decisions about your medical care and treatment.

03.  Is the HEALTHx service right for you?

In some cases, our Service may not be the most appropriate way for you to seek or obtain medical treatment. For example, certain conditions may require an in-person procedure or very specialized providers not available through our Service. To assist you in determining whether our Service is a fit for your needs, we ask a series of initial questions during booking before we connect you with a Provider. Based on your responses to these questions, we may determine that our Service is not well suited to the particular issue for which you are seeking treatment. In such a case, you will receive an alert notifying you that you will be unable to use our Service for the particular issue you submitted and providing additional information regarding next steps. If this occurs, your booking will remain on file with HEALTHx, but you will not be connected with a Provider nor will you have established a physician relationship with any Provider. You will not be charged for any services provided to you in connection with your submission if we are unable to connect you with a Provider. You can always return to HEALTHx at a later time to submit a request for another condition or issue.

Simply Stated: We may determine that our Service is not appropriate for your particular medical condition or issue. If so, you will be notified that your booking has been halted and you will not be charged for your booking.

04.   Medical Emergencies

IF YOU ARE EXPERIENCING A TIME-CRITICAL MEDICAL EMERGENCY CALL 999 AND/OR SEEK EMERGENCY MEDICAL HELP.

We use information regarding your location or the location of your device through which you access our Service for a number of purposes, including, but not limited to: (a) identifying Providers who may provide you with healthcare services; (b) providing you with a list of nearby pharmacies that may fulfill any prescriptions provided to you by your Provider; and (c) identifying other healthcare providers whom you may visit at the recommendation of your Provider.

Simply Stated: Once again, if you have an emergency, call 999 or go to an emergency room immediately!

05.  Registration

To use our Service, you are required to set up an account (“Account”). When you set up an Account, you are required to enter your name, mobile number, password (“Password”) and certain other information (e.g., date of birth, contact information, credit card information, and relevant medical history). 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.

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 liabilities 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.

To use our Service, you must also reside in a jurisdiction in which we offer our Service, and you must be at least 18 years of age.

Simply Stated: To use HEALTHx, you must live in a state where our Service is offered and be at least 18 years old. You will create an account and provide the requested information in a truthful manner. Do not share your password with anyone. It is your responsibility to keep your account information and activity confidential.

06.  Consent to participate in Telemedicine

You hereby consent to our and our Providers’ using telemedicine (remote diagnosis and advice) in conjunction with the advice and counsel being provided to you via our platform in accordance with the terms and conditions set forth in this Terms of Use. You may withdraw this consent at any time by emailing us at contact@healthx.com.bd. But please note that if you withdraw this consent, it may affect our and our Providers’ ability to provide you our Service and the advice and counsel set forth in this Terms of Use.

To the extent that your doctor provides you with a prescription, you agree that the prescription can be provided to you electronically that can be downloaded and printed.

You understand and agree that renewal of certain medications in your prescription depends on the completeness and accuracy of your information. HEALTHx cannot verify the completeness and accuracy of your information. Therefore, HEALTHx will not be responsible for any adverse consequences if your information is inaccurate or incomplete, and you will indemnify HEALTHx for any fraudulent or intentionally inaccurate information. You also understand and agree that by using HEALTHx, HEALTHx facilitates and coordinates your requested prescription renewal, including the coordination and sharing of your prescription information with pharmacies or similar dispensing services relating to your prescription and prescription renewal.

07.  Consent to obtain medical records

You hereby consent to us and our Providers in providing your medical records and/or pulling your medical records from your medical and health service providers for use in conjunction with advice and counsel being provided to you via our platform in accordance with the terms and conditions set forth in this Terms of Use. You may withdraw this consent at any time by emailing us at contact@healthx.com.bd. But please note that if you withdraw this consent, it may affect our and our Providers’ ability to provide you our Service and the advice and counsel set forth in this Terms of Use.

08.  Access Rights

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 computer and the mobile device(s) that you own or control solely for your personal non-commercial use.

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 this Terms of Use. We reserve the right, in our sole discretion, to deny use of our Service to anyone for any reason.

Simply Stated: You agree that you will not misuse or abuse our Service, and you will not engage in any behavior that may be offensive or harmful to others.

09.  Acceptable Use

Use of our Service requires that you comply with acceptable use behavior as determined by HEALTHx. As part of your responsibilities, you agree that you will not: (a) use the Service in any unlawful manner; (b) use the Service in any manner that is harmful, hateful, harassing, abusive, or otherwise offensive to any other person or entity (including your Provider); (c) interfere with or inhibit any other user from using or enjoying the Service; (d) use the Service as a means to distribute unsolicited or unauthorized communications, advertisements or spam; (e) access or search the Service by any means other than the authorized public interface; (f) collect or use any data or Service content that violates any third-party right; (g) create a false identity, impersonate another person or entity, or otherwise misrepresent yourself or the condition of your health or your problem; (h) breach or otherwise circumvent any security measures incorporated into the Service; or (i) use the Service in any manner that is considered unacceptable by HEALTHx.

Simply Stated: You agree that you will not misuse or abuse our Service, and you will not engage in any behavior that may be offensive or harmful to others.

10.  Fees and Purchase Terms

The fees for telehealth consultations are published on our website. Fees are subject to change. HEALTHx, on behalf of your Provider, will charge you for the medical services provided by your Provider, and you agree to pay for all medical services provided to you.

You will provide HEALTHx with a valid method of payment accepted by us (“Payment Provider”) when you set up your Account with our Service. By providing HEALTHx with your Payment Provider and associated payment information, you agree that HEALTHx, or its authorized agent, is authorized to invoice your Account at the time any payments are due and charge your designated Payment Provider account. If any payments are subject to sales tax in any jurisdiction, you also agree to pay the required sales tax, and any related penalties or interest. HEALTHx may automatically charge sales taxes for addresses within jurisdictions where such taxes are required. Unless otherwise agreed to by HEALTHx, all fees paid are non- refundable. You are responsible for all fees and charges associated with your Account. Neither HEALTHx nor your Provider makes any guarantees or promises about the outcome of any treatment you may receive, and your obligation to pay for the services provided is independent of whether or not any care or treatment is successful.

We use a third-party payment processor (the “Payment Processor”) to charge your Payment Provider account. The processing of payments in connection with your use of our Service will be subject to the terms, conditions and privacy policies of the Payment Processor and the Payment Provider responsible for your designated method of payment, in addition to this Agreement with HEALTHx. We are not responsible for any errors by the Payment Processor or the Payment Provider.

At present we do not process any insurance claims, nor will your Provider process insurance claims on your behalf. It is solely up to you to contact your health or medical insurance care plan, determine whether your coverage applies, and submit a claim if applicable. We do not accept assignments on any insurance or third-party payer claims. You are responsible for the full fee charged for Provider care through our Service regardless of whether you later are able to receive reimbursement from your health plan for part or all of the cost.

Simply Stated: You agree that HEALTHx is authorized to bill your account and charge your designated method of payment when payments are due, including any sales tax that may be required. HEALTHx and your healthcare Provider do not currently process insurance claims or claims for third-party payers, and it is your responsibility to submit claims if your health or medical insurance plan provides coverage.

11.  Privacy

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 this Terms of Use.

Simply Stated: Our Privacy Policy is part of our Terms of Use, so you agree to let us use your information as we’ve described in the Privacy Policy.

12.  Ownership

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. 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, with or without notice. 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 Provider. That relationship is independent of HEALTHx.

Simply Stated: We own our Service, and you agree not to infringe upon any of our proprietary rights, like our rights to the HEALTHx’s name and logo. You also understand that any feedback you may provide about our Service will be the property of HEALTHx.

13.  Termination

You may delete your Account at any time for any reason by sending us an email at contact@healthx.com.bd. HEALTHx may terminate your Account and use of our Service at any time for any reason. 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, but your Providers, or HEALTHx on behalf of the Providers, 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.

Simply Stated: You’re free to stop using HEALTHx at any time, and we’re likewise free to deny use to anyone at any time.

14.  Disclaimer

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 (INCLUDING ANY CONSULTATIONS OR OTHER SERVICES YOU MAY RECEIVE FROM YOUR PROVIDERS). 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.

15.  Limitation of Liability

IN NO EVENT WILL HEALTHX BE LIABLE TO YOU 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 WE HAVE 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 OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIALDAMAGES. 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.

16.  Indemnification

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 Use, or your violation of any rights of any other person or entity. 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.

17.  Relationship of Parties

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.

18.  Governing Law

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.

19.  Dispute Resolution & Arbitration

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 Use 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 Use 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 Use. 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 Use 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.

20.  Miscellaneous

This Agreement, along with the Privacy Policy, constitutes the entire agreement between you and us and supersedes any prior agreements between you and us with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of suchright or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to HEALTHx shall be given by email at contact@healthx.com.bd. Any notices to you shall be provided to you through our Website or App or given to you via the email address or physical address you provide to HEALTHx during the registration process.

You agree to the use of electronic documents and records in connection with your registration, future transactions and communications involving our Service. You agree that all agreements, notices, disclosures and other communications that we provide to you 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 service, and not by these Terms of Use. 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.

Simply Stated: Any dispute related to these Terms of Use that cannot be resolved informally will be resolved by binding arbitration in Bangladesh, under the relevant rules and laws. However, please contact us if you have any issues, and we will do our best to take care of them for you. Your satisfaction is our top priority.