ACCEPTANCE

1. These terms and conditions, and any other terms and policies referred to in these terms and conditions, form the agreement between ONE PORTFOLIO ADVISORY PVT. LTD., having its registered office at 504 Global Chambers, Off Link Road, Andheri West, Mumbai- 400053 (referred to as “One Health Assist”, “we” or “us”) and the user (referred to as “User” or “you”), collectively referred to as the Parties or each a Party (Agreement).

2. ONE PORTFOLIO ADVISORY PVT. LTD. owns, or holds the relevant rights to, the “One Health Assist” and will license the use of the software as a service to the user.

3. The user wishes to license the SaaS services available at https://onehealthassist.com/ (the site) from the One Health Assist.

4. This agreement sets out the terms upon which the One Health Assist has agreed to grant a license to the user to use the SaaS services. This agreement is binding on any use of the services and applies to the user from the time that the One Health Assist provides the User with an account (User’s account) to access and use the services (Effective Date).

5. By accessing and/or using the services you:

   1. warrant to us that you have reviewed this agreement, including our website terms of use (available on the Site) and our Privacy Policy (available on the Site), and you understand it;

   2. In order to use or access the platform, you must be competent to enter into a contract under applicable laws, this means and includes that you must be at least 18 years old to use the platform. Your continued use of the platform will mean that you represent and warrant to us that you are competent to enter into a valid and binding contract under applicable laws.

   3. Multiple logins are prohibited. If you are an employee, associate, consultant, intern, or have any form of affiliation with a practitioner who has subscribed to the subscription Services and the said practitioner has explicitly or implicitly granted you authorization to utilize the subscription services, this agreement constitutes a tripartite agreement involving you, the practitioner, and one Health Assist. both the practitioner and one Health Assist retain the right to take legal action against you for any breach of the terms stipulated in this Agreement.

   4. Users are prohibited from transferring their log-in credentials or the right to use the subscription Services to any third party, including through sublicensing, leasing, assignment, or any other form of transfer, whether by operation of law or otherwise. As the user, you bear sole responsibility for the actions of any individual you have authorized to access the subscription services. It is incumbent upon you to ensure that all such authorized users adhere to the terms and conditions delineated in this agreement. Any violation of these terms and/or conditions by any such user will be deemed a violation on your part.

   5. These terms of Use extend to users who engage with software features via native mobile applications developed by One Health Assist, encompassing applications designed for diverse platforms such as iOS, android, and any affiliated or derivative platforms. When utilizing software through such mobile applications, users may be subject to additional terms of use.

   6. By accessing subscription services, you affirm that any registration information you provide will be accurate, truthful, complete, and current to the best of your knowledge. Additionally, any phone number used for registration with the subscription services must be registered under your name, and you may be required to furnish supporting documentation to corroborate this.

   7. You commit not to employ subscription services for any illicit or unauthorized purposes. Impersonation of any other individual, including but not limited to practitioners, practices, or fellow users, is strictly prohibited. By using our services and subscribing on our site, you acknowledge that you have read, understood, and accepted this agreement and you have the authority to act on behalf of any person or entity for whom you are using the services, and you are deemed to have agreed to this agreement on behalf of any entity for whom you use the services.

6. User Account

   1. In order to access or use some (or potentially all) of the features of the One Health Assist, you may have to become a registered user and open an account and/or log in to your existing account with One Health Assist (“your account”), the use of which will be subject to such terms and conditions as were provided by company in connection with the creation of your account (“account terms”). Your decision to provide this information is purely voluntary and optional; however, if You elect not to provide it, then You may not be able to access certain (or potentially all) of the features of the website and mobile app.

SERVICES

1. On or from the Effective Date and during the Term, the One Health Assist agrees to provide the Services in accordance with the terms of this Agreement.

2. One Health Assist Reach exclusively features Practitioners who are registered with One Health Assist and retains the right to present or withdraw any listing in accordance with applicable laws. By opting for the One Health Assist Reach Subscription Services, Users consent to the fact that any information shared with One Health Assist or its affiliates will be subject to our Privacy Policy.

3. One Health Assist retains the authority to display User reviews or recommendations on Practitioners when seeking appointments. Nonetheless, One Health Assist will not be held accountable for any inaccuracies or claims made on the Subscription Services.

4. One Health Assist holds no liability for third-party claims arising under relevant laws concerning Subscription Services. Users and Practitioners are advised to comply with applicable laws and regulations within their jurisdiction.

5. One Health Assist cannot be held liable for the accuracy or inaccuracy of information or claims within Subscription Services. One Health Assist does not encourage Users to visit the Subscription Services page or engage in any services offered. Furthermore, One Health Assist shall not be responsible for the services provided by Practitioners listed in Subscription Services or for any content posted by Practitioners.

6. Your utilization of 'One Health Assist Reach' does not imply any explicit or implicit warranty or guarantee by One Health Assist that you will receive a specific number of bookings, appointments, or inquiries from End-Users of One Health Assist or otherwise. 'One Health Assist Reach' simply facilitates the listing of your information (if you choose

   to subscribe) on a prioritized basis, with a 'sponsored' ranking, and is offered on an as-is basis."

7. The User agrees the One Health Assist owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation provided with the Services by the One Health Assist to the User including any User configuration documentation.

8. The One Health Assist reserves the right to change or remove features of the SaaS Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this clause, the One Health Assist will provide the User with 20 Business Days’ notice and the User agrees that any material alteration is at the One Health Assist’s discretion.

9. The Parties agree that the One Health Assist:

   1. will supply the Services on a non-exclusive basis;

   2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and

   3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the User Environment or the facilities or services of any third party.

   4. The One Health Assist reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.

SAAS SERVICE LICENCE

1. In consideration for payment of the Fees, the One Health Assist grants to the User a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS Services in accordance with the Service Provider’s intended purpose for the SaaS Services (SaaS Licence).

2. The User agrees that the SaaS Licence:

   1. commences from the Effective Date or the day the User is granted access to the SaaS Services by the One Health Assist, whichever occurs first;

   2. permits the User to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures; and

   3. permits the User to provide access and use of the SaaS Services to Authorised Users by embedding the SaaS Services into User’s services to its Users, as applicable.

LICENCE RESTRICTIONS

1. The User must not access or use the SaaS Services except as permitted by the SaaS Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with the One Health Assist’s Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the User agrees and acknowledges that it must not and will not permit any person to:

   1. resell, assign, transfer, distribute or provide others with access to the SaaS Services;

   2. “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;

   3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or

   4. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.

   5. The User must not use the SaaS Services in any way which is in breach of any statute, regulation, law or legal right of any person within India or the jurisdiction in which the User or its Personnel are located.

DATA

1. The User grants to the One Health Assist a unlimited licence to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:

   1. to supply the Services including to enable the User, its Personnel and any Authorised Users to access and use the Services;

   2. to do analysis for the purposes of predictive safety analytics, industry guideline production and other construction safety-related uses, provide such Data is re-identified;

   3. for diagnostic purposes;

   4. to test, enhance and otherwise modify the Services whether requested by the User or not;

   5. to develop other Services; and

   6. as reasonably required for the performance of the One Health Assist’s obligations under this Agreement.

2. The User represents and warrants that:

   1. any and all Data supplied by the User or otherwise accessed by the One Health Assist through the provision of the Services is the sole and exclusive property of the User or the User has secured any and all authorisations and rights to use the Data as applicable;

   2. its Data does not breach any relevant laws, regulations or codes;

   3. its Data does not infringe the Intellectual Property Rights of any third party;

   4. it will comply with all applicable laws and regulations in the jurisdiction where the User accesses and publishes content using the SaaS Services; and

   5. to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.

3. The User acknowledges and agrees that:

   1. any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. The One Health Assist is not liable for any such errors, omissions, delays or losses. The User acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error;

4. The One Health Assist may relocate the Server to another jurisdiction. In each case, the One Health Assist will give the User 45 Business Days’ notice and use all reasonable endeavours to minimise the effect of such change on the User’s access and use of the Services;

5. The One Health Assist is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the User, its Personnel, its Related Bodies Corporate or any Authorised Users; and

6. The One Health Assist is not responsible for the integrity or existence of any Data on the User’s Environment, network or any device controlled by the User or its Personnel.

7. The User agrees to indemnify and hold the One Health Assist harmless for the corruption or loss of any Data controlled or stored by the User or any Related Bodies Corporate, to extent the corruption or loss is not caused by the negligent act or omission of the One Health Assist or its Personnel.

SUPPORT AND SERVICE LEVELS: During the Term, the One Health Assist will provide the Support Services in accordance with the Service Levels as provided herein during the Support Hours provided that:

1. the User provides the One Health Assist with notice for applicable Services in accordance with any applicable system and processes as set out on the Site, as applicable; and

2. where required, the User assists with investigating and ascertaining the cause of the fault and provides to the One Health Assist all necessary information relevant to the fault (including but not limited to what the User or their Personnel has done in relation to the fault).

ONE HEALTH ASSIST ADDITIONAL RESPONSIBILITIES AND

OBLIGATIONS: The One Health Assist must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.

DATA USAGE AND PRIVACY RESPONSIBILITY

1. Users bear full responsibility for the handling and safeguarding of patient data collected, processed, and stored through the use of the Platform.

2. User retains complete ownership and control over the patient data that he/she input, upload, or generate while using the Platform. One Health Assist does not claim ownership of any patient data submitted or transmitted via the Platform.

3. Users are obligated to adhere to all applicable laws, regulations, and industry standards governing the collection, storage, and transmission of patient data. This includes, but is not limited to, complying with data protection, privacy, and confidentiality regulations in User’s jurisdiction.

4. User must ensure that patients have provided valid consent and authorization for the collection and use of their data for consultation purposes through the Platform. It is the Users responsibility to obtain informed consent from patients before sharing any personal or medical information.

5. Users are responsible for any sharing or disclosure of patient data to other practitioners, third-party service providers, or any other relevant parties involved in the consultation

   process. Such sharing must be conducted in compliance with applicable laws and with the explicit consent of the patient.

6. DATA RETENTION. Upon cancellation, termination or expiration of a Subscription or termination of the services, User Data in the platform will be preserved for 3 months (the "Retention Period")). After the Retention Period, such User Data will be permanently deleted from the Service Provider’s Platform and unrecoverable by User. After the Retention Period, Service Provider makes no representations or warranties as to the preservation or integrity of User Data. User hereby agrees that the Service Provider shall have no obligation to retain User Data after the Retention Period, unless otherwise prohibited by law. If User renews its Subscription prior to the end of the Retention Period, User Data shall remain available to User. Before the Retention Period ends,

USER RESPONSIBILITIES AND OBLIGATIONS

1. The User will provide all required materials as required by the One Health Assist from time to time for the One Health Assist to perform the Services.

2. The User must, at the User’s own expense:

   1. provide all reasonable assistance and cooperation to the One Health Assist in order to enable the One Health Assist to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the User and its Personnel to engage in the activities described in this Agreement and to allow the One Health Assist to provide the Services;

   2. use reasonable endeavours to ensure the integrity of the Data;

   3. permit the One Health Assist and its Personnel to have reasonable access to the User Environment for the purposes of supplying the Services;

   4. ensure that only User Personnel and Authorised Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS Licence; and

   5. make any changes to its User Environment that may be required to support the delivery and operation of any Services.

3. The User is responsible for its use of the Services and must ensure that no person uses the Services:

   1. to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;

   2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or

   3. in any way that damages, interferes with or interrupts the supply of the Services.

4. The User acknowledges and agrees that:

   1. it is responsible for all users using the Services including its Personnel and any Authorised Users;

   2. its use of the Services will be at its own risk;

   3. it is responsible for maintaining the security of its account and password. The One Health Assist cannot and will not be liable for any loss or damage from the User’s failure to comply with this security obligation;

   4. the One Health Assist may alter or update the User’s account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;

   5. the User is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the User’s account;

   6. if they operate a shared User account, make (or allow any third party to make) material available by means of the Services, the User is entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;

   7. the technical processing and transmission of the Service, including the User’s content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;

5. the One Health Assist may pursue any available equitable or other remedy against the User as a result of a breach by the User of any provision of this Agreement.

PROHIBITED USE

1. The User acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on the One Health Assist’s website or as provided to the User from time to time.

2. The User acknowledges and agrees that it must not, and will ensure each Authorised User does not:

   1. use the SaaS Services to violate any legal rights of any person, the User or other entity in any jurisdiction;

   2. use the SaaS Services in relation to crimes such as theft and fraud;

   3. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;

   4. make any unauthorised copy of any copyrighted material owned or licenced by the One Health Assist;

   5. introduce malicious programs into the One Health Assist System (e.g. viruses, worms, trojan horses, e-mail bombs);

   6. reveal the User’s account password to others or allow use of the User’s account the to those who are not the User’s Personnel or Authorised Users;

   7. use the SaaS Services to make fraudulent offers of goods or services;

   8. use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the User is not an intended recipient or logging into a server or account that the User is not expressly authorised to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network

      sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;

   9. use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of the SaaS Services;

   10. send any unsolicited email messages through or to users of the SaaS Services or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited; and

   11. use the SaaS Services to circumvent user authentication or security of any of the User’s hosts, networks or accounts or those of the User’s Users or suppliers.

PAYMENT

1. User can learn more about various subscription offerings by the Service Provider. Pricing may vary by location and will be based on the billing information provided by the User at the time of purchase. The fees charged by one Health Assist for using the Services are non-refundable under any circumstances.

2. Services will be available for the Users upon payment for the subscription plan. Any additional features or services utilized by the User beyond the scope of the Subscription fees will incur separate charges. These charges will be communicated to the User as applicable

3. Subscribers with annual paying subscriptions will be charged upon the expiration of the period they have paid for. One Health Assist will notify you 30 days prior to the end of your subscription term for the renewal and continued use of our services. Payment for the subscription term shall be paid before the expiry of the subscription plan. You acknowledge that your failure to pay any fees or charges when due may result in suspension or termination of Your use of Our Services.

4. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle.

5. In the event any tax is chargeable by One Health Assist in accordance with any local, state, National or foreign laws with respect to your subscription to our Services ("Taxes"), One Health Assist will invoice you for such Taxes. You agree to pay One Health Assist such Taxes in addition to the subscription fees. One Health Assist shall provide you with an invoice in the format prescribed by the applicable local, state, National or foreign laws to help you avail the applicable input tax credit for the Taxes so paid. The subscription fees are exclusive of applicable taxes unless otherwise specified.

6. One Health Assist uses third-party payment processors ("Payment Processors") to process the payment account(s) linked to your account ("Billing Information"). The processing of payments may be subject to the terms, conditions and policies of the Payment Processors in addition to this Agreement. One Health Assist is not responsible for acts or omissions of the Payment Processors. You agree to pay One Health Assist , through the Payment Processors, all applicable Fees and you agree and authorize One Health Assist and applicable Payment Processors to charge all such sums (including all applicable taxes) to the payment method(s) specified in or linked to your account ("Payment Method").

7. Users may utilize SMS and WhatsApp communication facilities as supplementary tools to enhance their engagement with patients. It is important to note that these communication channels are considered as add-on features and are not included as default Services.

8. Users will be billed separately for any usage of SMS and WhatsApp facilities that goes beyond the scope of the Subscription fees. Usage charges will be determined based on the frequency and volume of messages sent through these channels. Such charges will be detailed in your billing statement, and you will have the opportunity to review and confirm them before payment.

9. For using the SMS and WhatsApp communication facilities over and above the limit mentioned in their subscription, Users will receive clear information about the associated charges per message or package, depending on the billing structure established by the Company.

10. Usage charges for SMS and WhatsApp facilities will be billed separately from the Subscription Fees.

11. One Health Assist charges Users a fee equivalent to 15% of the consultation fee when patients schedule appointments through the platform. The fee of 15% is calculated based on the consultation fee charged by the User for each appointment booked through the platform. It is applied at the time of appointment booking and will be reflected in the billing and settlement process. Users are required to settle the fees due to One Health Assist on a regular basis. Settlements should be made on the 15th and 30th of every month. This schedule ensures timely and consistent payment processing. The amount under this clause is a lawful due which the Users owe to the company and shall pay as per the timeline mentioned in this clause.

CONFIDENTIALITY

1. Subject to clause 12.2, each Party must (and must ensure that its Personnel do):

   1. keep confidential; and

   2. not use or permit any unauthorised use of, all Confidential Information.

2. Clause 12.1 does not apply where:

   1. the information is in, or comes into, the public domain (other than by a breach of this clause 12 by the relevant Party);

   2. the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;

   3. the disclosure is required by law;

   4. the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 12; and

   5. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 12.

3. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 12. A Party is entitled to seek an injunction, or any

   other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 12.

4. This clause 12 will survive the termination or expiry of this Agreement.

INTELLECTUAL PROPERTY RIGHTS

13.1.A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.

1. The User grants to the One Health Assist a non-exclusive, royalty free, non-transferable and revocable licence to use any of the User’s Intellectual Property Rights including any Pre-Existing Material as reasonably required for the One Health Assist to provide the Services to the User.

2. We do not screen content uploaded onto the SaaS Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.

3. We have the discretion (but not obligation) to terminate a User’s access to and use of the Services if, we determine that User or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.

4. This clause 13 will survive the termination or expiry of this Agreement.

PRIVACY

1. Each Party and its Personnel agrees to comply with its obligations under the our Privacy Policy and any other applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement. It contains how the One Health Assist collects, discloses, holds or uses personal information. The One Health Assist reserves the right to amend its Privacy Policy as required from time to time.

2. The One Health Assist will take all reasonable steps to notify the User in writing if it becomes aware of any actual, threatened or suspected breach of Data where such breach involves personal information.

3. The User warrants that it has obtained each of its Personnel’s informed consent for the Service Provider, its related bodies corporate, and their respective Personnel to use, store, manipulate or otherwise deal with the personal information contained in the Data.

4. The User must ensure that any collection, processing, use, disclosure and transfer by the User and its Personnel of personal information in connection with the performance of its obligations under this Agreement complies with all applicable privacy law and the privacy policy of the User.

5. The User must take all necessary steps to ensure that the personal information held or accessed by it in connection with this Agreement is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure (Data Breach). The User will promptly give written notice to the Service Provider of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by the Service Provider in respect of the Data Breach.

6. The User must co-operate with any reasonable requests or directions of the Service Provider relating to the security, use, disclosure, and transfer of personal information, the Service Provider’s legal obligations relating to the personal information, complaints relating to the personal information and the rights of individuals to access and correct the personal information or opt out of receiving any communications from or on behalf of the User.

7. One Health Assist will retain User’s information for as long as User account is active or as needed to provide User services. Service Provider will retain and use information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.

8. This clause 14 will survive the termination or expiry of this Agreement.

REPRESENTATIONS AND WARRANTIES

1. General: Each Party represents and warrants to each other Party:

   1. it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;

   2. no Insolvency Event has occurred in respect of it;

   3. this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and

   4. the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.

2. One Health Assist

   1. The One Health Assist warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the SaaS Services.

   2. The One Health Assist does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the User or the Services will meet the requirements of the User.

INDEMNITY AND LIMITATION OF LIABILITY

1. User will defend, indemnify and hold the SaaS Service Provider harmless from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim (as defined herein below) that arises out of or relates to the use or misuse of the Services or any violation of this Agreement. For purposes hereof, "Claim" shall mean any claim, losses, cost, expenses, damages, action, audit, investigation, inquiry or other proceeding instituted by any person and/or entity and/or government authority.

2. Where the SaaS Service Provider acts in good faith in response to any oral or electronic instruction or inquiry from the User, in respect of any matter in relation to the User’s Account, User will not be entitled to make any Claim or allege any loss, damage, liability, expense etc., attributable, directly or indirectly, to any such action taken on a good faith basis, and User agree to hold the SaaS Service Provider harmless in respect thereof.

3. IN NO EVENT SHALL SERVICE PROVIDER, BE LIABLE TO THEN USER OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE SITE, OR ANY SERVICES RENDERED BY SERVICE PROVIDER, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF SERVICE PROVIDER TO THE USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY THE USER HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

TERM

1. Commencement:

   1. The Term of this Agreement takes effect on and from the Effective Date and continues for the Initial Term, if specified, and any Renewal Term, or otherwise indefinitely, unless this Agreement is terminated earlier in accordance with the terms of this Agreement.

   2. Applicable to Initial Terms and any Renewal Term: At least [30 days prior to the expiry of the current Contract Year, either Party may notify the other that it does not wish for the Term to be renewed and in such event, this Agreement will expire at the end of the then current Contract Year. If a Party has not given notice pursuant to this clause, this Agreement is automatically renewed for another Subscription Period (Renewal Term) and the subscription fee for the renewal terms shall be due and payable by the User. .

2. Termination

   1. The User may terminate this Agreement by giving at least 30 Business Days’ notice to the One Health Assist, or if the One Health Assist is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the One Health Assist has failed to remedy the breach within 30 Business Days’ of receipt of written notice from the User describing the breach and calling for it to be remedied.

   2. The One Health Assist may terminate this Agreement by giving at least 30 Business Days’ notice to the User if the User is in breach (other than a trivial breach causing no material harm) of any provision of this Agreement and, where the breach is capable of remedy, the User has failed to remedy the breach within 30 Business Days of receipt of written notice from the One Health Assist describing the breach and calling for it to be remedied.

   3. The One Health Assist may terminate this Agreement immediately by giving written notice to the User where: the User commits a breach of clause 4 (Licence Restrictions) or clause 9 (Prohibited Use).

3. Events Following Termination

   1. Upon termination of this Agreement, the One Health Assist will immediately stop performing the Services;

      1. .

   2. Upon termination of this Agreement, the User will immediately:

      1. cease and desist from any use of the Services;

      2. return to the One Health Assist all property, including Confidential Information and Intellectual Property, in its possession that belongs to the One Health Assist;

      3. pay the Fees for all Services completed; and

4. The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement.

5. This clause 17 will survive the termination or expiry of this Agreement.

DISPUTE RESOLUTION

1. Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Agreement.

2. Negotiation. In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (Dispute Notice). Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith. All aspects of every such conference, except for the occurrence of the conference, will be privileged.

3. Mediation: If the relevant Parties are unable to resolve the Dispute with 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to mediation administered by the Legal Service Authority. The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.

4. Arbitration. If the Dispute has not been settled within 30 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to Arbitration under the Indian Arbitration and Conciliation Act, 1996.

5. This clause 18 will survive the termination or expiry of this Agreement.

GENERAL

1. Notices and communication: Any notice or notification in relation to these User Terms which You wish to make to Us must be made in writing to: uhidsupport@oneportfolio.in uhidsupport@oneportfolio.in All Your communications with Us will be of a professional nature only. You will not contact Us to harass, intimidate or threaten any person, or to promote any cause, which You may support. Any notice given by Us hereunder will be deemed to have been received by You within 24 hours of sending the same via e-mail or SMS at the e-mail address specified by You or Your registered mobile phone number. In the event of any change in Your e-mail and/or registered address and/or telephone

   numbers or other information provided by You, You shall inform Us promptly in writing, by e-mail, which change shall be recorded by Us after due verification.

2. Force Majeure: If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.

3. Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing.

4. Links to Third Parties: The Services may contain links to third-party websites (“Third-Party Websites”) and apps (“Third-Party Apps”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party App or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Apps and Third-Party Ads are not under the control of One Health Assist. One Health Assist is not responsible for any Third-Party Websites, Third-Party Apps or Third-Party Ads. One Health Assist provides these Third-Party Websites, Third-Party Apps and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Apps or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Apps and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Apps, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

5. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

6. Governing law and jurisdiction: This Agreement is governed by the laws of India . Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Mumbai, Maharashtra, India and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.