UNIVERSAL TERMS

(v3.0.0 dated 28 January 2026)

YOUR RELATIONSHIP WITH QURE

By accessing or using any products, Software (defined below), applications (including the Qure web and mobile applications), and any other services (referred to collectively as the "Services") provided by Qure.ai Technologies Private Limited, a company registered under the laws of India, having its registered office at 6th Floor, Wing E, Times Square, Andheri-Kurla Road, Marol, Andheri (East), Mumbai 400059, Maharashtra, India ("Qure India") or any of its Group Companies (as applicable and defined below) (hereinafter referred to as "Qure", "Us", "We" or "Our"), or by executing an agreement, order form, or similar document that references or incorporates these Universal Terms (including by URL or hyperlink) or by clicking on I 'accept' or I 'agree', where this option is made available in the user interface of any Services, you ("You" or "Your" or "Customer") agree to have carefully read, understood, and accept to comply with the terms and conditions set forth hereinafter ("Terms"), including the Acceptable Use Policy and/ or any other terms referred herein or at appropriate place where we provide you Services, which together with the Terms shall hereinafter be referred to as the "Universal Terms". Please ensure that You take the time to read them carefully as these Universal Terms form a legally binding agreement between You and Qure in relation to Your use of the Services.

ACCEPTING THE TERMS

In order to use the Services, You must first agree to the Terms. You shall not use the Services if You do not accept the Terms.

You can accept the Terms by:

1. clicking accept or agree to the Terms, where this option is made available to You by Qure in the user interface for any Service; or
2. by actually using the Services. In this case, You understand and agree that Qure will treat Your use of the Services in any manner whatsoever (including without limitation to login into or accessing Our Services or installing Services on any devices) as acceptance of the Terms from that point onwards; or
3. By accepting the Terms in writing under a written agreement between You and Qure.

You shall not use the Services and shall not accept the Terms if (a) You are not of legal age to enter into and form a legally binding contract with Qure, or (b) in the event You are entering into these Terms on behalf of any entity/company or its group or affiliates, You do not possess the requisite authority to bind such entities, company, or its groups and affiliates to these Terms, or (c) You are a person barred from receiving the Services or entering into binding legal contract under the laws of India or other countries including the country in which You are resident or from where You intend to use the Services.

For clarity, the availability of Services does not constitute an offer, solicitation, or invitation by Qure for the use of Our Services in jurisdictions where such use is legally unauthorised, restricted or has not received required regulatory approvals.

Before You continue, You should print or save a local copy of the Universal Terms for Your records.

1. DEFINITIONS

"Data" means any and all information and materials, including without limitation, data of Users and End Users provided by You or made available to Qure in connection with Your use of the Services or as detailed in the Data Processing Agreement ("DPA").

"Devices" means laptops, desktops, mobile phones, any electronic device which facilitates or enables the use of our Software or Services.

"End User" means any person or entity who or which finally uses our Software or Services.

"Personal Data" means information relating to an identified or identifiable natural person that is provided by You or made available to Qure in connection with Your use of the Services. Identified or identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, as may be specified in applicable data privacy laws. For clarity, Data shall include Personal Data and shall also be used to refer to any other equivalent term in applicable data privacy laws.

"Process" means any operation or set of operations which is performed on Data or on sets of Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, or any other activity as specified in applicable data privacy laws.

"Software" shall mean Qure's proprietary software, whether existing or in development, including without limitation any and all versions, forms, variations, or renditions of any software by whatever name called, having such specifications and being provided as part of the Services.

"Group Companies" means and includes Qure.ai Technologies Inc., a corporation incorporated under the laws of New Jersey, USA having its registered office at 200 Vesey Street, 24th Floor, New York, New York, 10281, United States of America, ("Qure US") and Qure.ai Technologies Limited, a company incorporated in England and Wales, having its registered office at C/o Rodl & Partner Legal Ltd, 170 Edmund Street, Birmingham, United Kingdom B3 2HB, ("Qure UK") and any other new entity that may be incorporated or acquired by or under Qure or its subsidiaries and affiliates in future. Unless expressly stated otherwise, each Group Company shall act as an independent contracting entity, and no rights or obligations of one Group Company shall bind another.

"User" means a designated user of the Services, including an account administrator, Your employees, representatives, or shareholder, auditor, lawyer, founder and other persons designated as users.

2. RIGHTS & OBLIGATIONS

A. You have a limited, non-exclusive, non-transferable, and non-sublicensable right and license to use the Software and Services to process Data for such duration, purpose, and within such territory as may be mutually agreed in writing between You and Us ("License").

B. While agreeing to these Universal Terms, you confirm and warrant that (a) You are of legal age to enter into and form a legally binding contract with Qure, (b) in the event You are entering into these Universal Terms on behalf of any other person, You possess the requisite authority to bind such person to these Universal Terms, (c) You are not barred from receiving the Services or entering into binding legal contract under the laws of India or such other country including in which You are resident or from where You intend to use or use the Services ("Eligibility"). If You use Our Services in breach of any applicable local, national, federal, provincial, state or other laws, or misrepresent your Eligibility, We shall not be liable towards You or any End Users for any resulting consequences, losses or damages arising from such unauthorised usage.

C. You agree that you have obtained all necessary, explicit, and valid consents from the patients, data subjects, Users, End Users, or similar Data owners or any other person who provides the Data, and to provide or make available the Data to Qure, as required under applicable laws. By accepting these Universal Terms or using our Services, it will be deemed that such consents have been duly received by You and You agree, that collecting all required consents is solely your responsibility. You shall to the extent required by Us to establish compliance with applicable laws, make copies of such consents available to Us promptly upon request, but no later than five (5) days from the date of Our request.

D. The responsibility of de-identification of the Data shall solely vest with You and the Data shall be de-identified and anonymized by You before being processed on Our Software. Any Data that is processed by You through Our Services shall be presumed to be de-identified by You as required under applicable laws. To the maximum extent permitted under applicable laws, Qure is neither responsible for nor does Qure undertake any liability whatsoever arising from You processing any Personal Data on Our Services.

3. REPRESENTATIONS & WARRANTIES

A. You represent and warrant that you shall not:

1. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any persons, other than Users or End Users in furtherance of Your internal business purposes and as expressly permitted by these Universal Terms;
2. modify, adapt, re-engineer, replicate, decompile, disassemble, reverse compile, reverse assemble, reverse translate, sniff, peel semiconductor components, or hack the Services, create derivative work or otherwise in any manner whatsoever attempt to gain or provide unauthorized access to the Software or its source code, Services or related systems or networks to any person not explicitly authorized for such access under these Universal Terms;
3. use the Services to Process any Personal Data except as explicitly provided under the DPA;
4. violate any law or regulation, including, without limitation, any applicable export control laws, privacy laws, or use the Services for any other purpose which is not permitted under these Universal Terms or reasonably intended by Qure;
5. use the Services to store or process any content that infringes upon any person's intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
6. "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services (through use of manual or automated means);
7. otherwise circumvent any functionality that controls access to or otherwise protects the Services.

B. You represent and warrant that during the period in which you avail the Services, the Devices and any other hardware or cloud computing used by You for accessing the Services are and will be kept free from:

1. all viruses known in the industry and that could have been detected by the use of the latest, industry leading, and commercially available virus detection software's and possesses the required capabilities to detect and tackle all new forms of viruses;
2. all forms of electronic repossessions and logic bombs as far as those logic bombs could have been avoided by You; and
3. all forms of disabling codes, applications or software that may affect the proper operation of the Services, howsoever placed or manifested.

C. You further represent and warrant that:

1. You shall take all necessary steps to ensure all Your Devices are, up-to-date at all times.
2. You shall not permit unauthorised use or access to Our Software or required capabilities to detect and tackle all new forms of viruses, as may be detectable by the use of the latest commercially available virus detection software(s).
3. You represent and warrant that You, Your affiliates, owners, directors, officers, employees and agents will not at any time offer, promise, pay or arrange for payment or indulge in giving of a bribe or any benefit, advantage or anything of value to any public official, individual, entity or any other third party in exchange for an improper advantage in any form either directly or indirectly. You further represent and warrant that You, Your affiliates, owners, directors, officers, employees and agents will act in full compliance with any applicable anti-corruption laws and regulations, industry and professional codes including the Prevention of Corruption Act, 1988, FCPA, UK Bribery Act, and any other international or local legislation on the subject matter. You shall ensure and always maintain appropriate records as per standard industrial practices with respect to billing, accounting and other internal controls to ensure compliance with international and other applicable anti-bribery and anti-corruption laws.

4. USE OF QURE'S SOFTWARE & SERVICES

A. You acknowledge that the use of Qure's Services will at all times be pursuant to and only as detailed in the user manual provided alongside such Software or Services and as per the terms and conditions contained therein. We may update the user manual and the terms and conditions periodically. We undertake to provide, as reasonably required, the necessary support to You in case such an update is done and a such a requirement is deemed fit.

B. You further agree to reimburse all reasonable out-of-pocket costs and expenses (including travel expenses) incurred by Us at actuals for any offline or on-premise deployment of the Software, as may be applicable.

C. You acknowledge and agree that the Software and Services (i) are medical image analysis and medical data aggregation and management tools solely meant to support radiologists in the diagnosis of abnormalities in medical images; (ii) are intended for use only as a supplement to standard methods of interpreting radiological images and are not intended for primary diagnosis; (iii) are intended for use only by appropriately qualified and trained medical personnel, which are board-certified radiologists with a valid license to practice; (iv) should not be exclusively relied upon for arriving at a diagnosis, treatment plan, care coordination, patient follow up, output of the Software on patient history, or other decision that may affect patient care. Any changes to clinical protocols, or patient management policies maintained by You must only be done upon recommendation from an appropriately qualified and trained medical personnel, and you must not rely on our Software or Services for the same. The ultimate judgment regarding the propriety of any specific medical treatment must at all times be made by appropriately qualified medical personnel and the patient in light of all the circumstances presented by the individual patient, and the known variability and biological behaviour of the disease.

D. Qure or any other person or party that contributed to these Services makes no representations or warranties in relation to the medical information in these Terms. Reliance on any information provided by the Services or any linked websites is solely at Your own risk. Qure specifically disclaims all responsibility for any liability, loss, or risk, personal or otherwise, which is incurred as a consequence, directly or indirectly, of the use of the Services or the application of any content contained or referenced therein.

E. Any misuse or abuse of the Services is strictly prohibited and can be a ground for immediate termination by Us of your use of the Software or Services.

F. The Data eligible for processing through the Software shall, unless otherwise agreed in writing between the parties, meet the data eligibility criteria set out below:

Notwithstanding the foregoing, the parties may mutually agree in writing (including via email or an order form) to modify, supplement, or replace the above data eligibility criteria for any specific use case or transaction. Any such criteria agreed in writing shall apply solely for the relevant use case or transaction.

In the event You provide Data that does not meet the agreed data applicable eligibility criteria, and is incomplete, inaccurate, corrupted, improperly formatted, or otherwise non-compliant with these Universal Terms or any other specifications or requirements agreed in writing between the parties, Qure shall have no responsibility or liability whatsoever for (i) any errors, inaccuracies, omissions, delays, degraded performance, or failure of the Services, or (ii) any clinical, operational, commercial, or other decisions or consequences arising therefrom.

Qure shall be entitled, at its sole discretion, to suspend processing of such Data, reject such Data, or suspend or limit the provision of Services until compliant Data is provided.

5. UPDATES & UPGRADES

A. We reserve the right to update the Software at will and may undertake such update of the Software and Services at any point ("Update"). However, in instance when the Update is not accepted by You, We shall not be responsible for any malfunction in the Services, that could have been reasonably prevented or rectified by the said Update. You shall, within a period not exceeding five (5) business days from the Update, unless otherwise agreed, report any issues with the Update to Us. Upgrades to the Software or Services which include but are not limited to new features or new findings ("Upgrades"), shall be provided at an additional cost, unless otherwise agreed. It is clarified that providing Updates and Upgrades for any offline deployment of the Software or for any on-premises deployment shall be at the sole discretion of Qure.

B. Qure does not promise that it will always Update the Services so that it is relevant to You and/or works with the Android & iOS versions that You have installed on Your Device. However, You promise to always accept Updates to the Services when offered to You. Where the Services are deployed on any operating system other than Android or iOS, any Updates or Upgrades shall be provided solely at Qure's discretion, and Qure shall have no obligation to support or maintain the Services on such operating systems. We also reserve the rights to stop providing the Services, and terminate use of Our Software or Services at any time without giving notice of termination to You. Unless conveyed to You otherwise, upon any termination, (a) the rights and licenses granted to You hereunder will end; (b) You must stop using the Services, and delete it from Your Device.

C. Like all forms of online information, the substance of these Services may change over time. It is Your primary responsibility to ensure that You, Users, and End Users use individual judgment and consult with healthcare professionals to ensure that Services are appropriate for the treatment of patients.

6. PAYMENT TERMS

A. Each payment or deposit to be made by You to Qure for use of Services shall be made by way of direct transfer into the current account of Qure as per details provided by Qure in writing. Customer shall forthwith provide Qure with the proof of payment made by way of direct transfer. All invoices raised by Qure shall be payable by You within thirty (30) days from the date of the invoice.

B. Each payment and deposit to be made by You to Qure shall be made without set-off or counterclaim and free and clear of and without any deduction or withholding of any kind whatsoever. If You deduct income tax at source or withholding tax, if applicable from the payments to be made to Qure hereunder, You shall do so at rates applicable to Qure and shall issue TDS certificates to Qure forthwith.

C. In the event of any failure or delay by You to pay or deposit any amount on or before the due dates as required under the Services, You shall pay Qure interest at the rate of 1.5% (one point five per cent) per month or as per the interest rates under applicable laws whichever is higher on the amount delayed, for the period of such delay. Payment of such interest shall be without prejudice to Qure's other rights and remedies under law or otherwise.

D. All costs and expenditures arising from payment and deposit to be made to Qure by You, including without limitation, the wire transfer charges, transaction fees, etc. shall be solely borne by You.

E. IMPORTANT: YOU MUST INFORM YOUR BANK/ FINANCIAL PAYMENT PARTNER THAT THE "SENDER PAYS ALL FEES" TO ENSURE THAT THE FULL INVOICE AMOUNT IS RECEIVED BY QURE.

E. You shall submit payment advice detailing the invoice(s) against which each payment is made along with the details of TDS, if any, simultaneously with the payment. Such payment advice along with a soft copy of the TDS certificate shall be submitted to email id finance@qure.ai. The reference format of payment advice is as below:

7. DATA PRIVACY AND PROTECTION

A. We shall not accept any Personal Data, except as set out under these Universal Terms.

B. All Data shall be de-identified by You before being provided to Us or uploaded on Our Services. No Personal Data will be disclosed by You to Us. Nevertheless, it is agreed that in the event that we come into contact with any Personal Data, we shall not use such information for any purpose or disclose it to any third parties, except as required by applicable law.

C. In specific/limited cases where you engage Qure for services such as patient care coordination, Qure may act as a data processor on your behalf in relation to the Personal Data collected and processed for such services, as defined under applicable laws. Qure shall not accept or process any PHI except as required for the delivery of these services as agreed in the MSA.

D. For further details on how Qure handles personal data and PHI, including its roles and responsibilities, please refer to the Privacy Notice available at https://www.qure.ai/privacy-policy.

E. You, including Your authorized personnel shall view and process the Data only on a need-to-know basis and only to the extent necessary to perform Your obligations under the Universal Terms or as expressly instructed by Qure in writing. You agree not to disclose Data to third parties without having first received express written approval from Qure.

F. The DPA forms part of and is subject to these Universal Terms. You acknowledge and confirm Your acceptance to the terms and conditions as set forth in the DPA and agree to abide by the Customer's (as defined in the DPA) obligations under the DPA.

8. CONFIDENTIALITY

A. All parties or recipients having access to Data or Personal Data, shall at all times regardless of when it is disclosed, maintain the secrecy of and keep confidential, any and all information and documents which each recipient may come to know of / acquire in connection with use of Services (collectively "Confidential Information") and agree not to use or disclose such information except for discharge of their respective obligations under any agreement or if and to the extent required by law.

B. Confidential Information shall include all information and materials relating to or arising from use of Services in any form whatsoever, and information which is by its nature confidential or which the discloser advises the recipient is confidential. Confidential Information of You shall not include information which (a) is presently in the public domain or subsequently enters the public domain without any lapse on Our part; (b) Qure can demonstrate by documentary and competent evidence that such information was known to Qure prior to disclosure by You; (c) becomes available to Qure on a non-confidential basis from a source other than You, provided such source is not in breach of any obligation of confidentiality to You; (d) was independently developed by Qure without use of or reference to such Confidential Information; or (e) has been expressly authorized in writing by You for unrestricted disclosure. You shall keep in Your possession and treat Confidential Information as confidential regardless of when it is disclosed.

C. No recipient of Confidential Information shall disclose any such information to any third party except to the extent disclosure is made to their respective counsel, advisors, and government officials to the extent necessary for the purpose of carrying out our respective obligations set forth herein or in any other agreement entered into by all. Such disclosure shall, to the extent permitted under applicable laws, require prior written approval of Qure. You shall return information that has been obtained from Qure including (if any) copies that have been made either in paper or in softcopy.

D. You acknowledge that any breach of Confidential Information will cost irreparable injury to Qure, which cannot be compensated by monetary damages and as such Qure shall be entitled to seek injunctive relief against You for any threatened or actual breach of confidentiality.

E. Immediately upon request in writing by the discloser or no later than seven (7) days from date of last use of Services, the recipient shall return and/or destroy all Confidential Information received (including any copies or reproductions thereof) to the disclosure. Proof in writing of such return, destruction and cessation shall be provided by the recipient.

F. The recipient shall immediately inform the discloser in writing in case of any unauthorized use or disclosure of Confidential Information to any third party, and reasonably cooperate with the discloser to help regain possession of such Confidential Information and prevent its further unauthorized use.

9. INTELLECTUAL PROPERTY AND OWNERSHIP

A. Notwithstanding the limited License granted herein, We reserve all ownership, rights, title and interest in all Our proprietary Software and Services. You shall not directly or indirectly transfer, sell, assign, sub-license to any third party or in any manner permit Qure's Software and Services to be used outside the designated territory, beyond the designated use as detailed in the user manual, and beyond designated Users as mutually agreed in writing. Customer agrees not to use the Services or Output to build, train, benchmark, or enhance any machine learning models, algorithms, or services that may compete with or replicate the functionality of Qure's Services.

B. You hereby acknowledge and confirm that all intellectual property rights relating to the trademarks, service-marks, copyrights (including in Services), patents, trade-names including Our corporate name or any part thereof, are owned by, licensed to, possessed by or belong to Qure ("Qure IP") and nothing contained in herein shall be deemed to authorize You to use or give any rights with respect to Qure IP. Any suggestions, enhancements, recommendations, or other feedback provided by You or Your Users or End Users to Us regarding the Software or Services shall be owned exclusively by Us, and Qure shall be free to use such information without any restriction or obligation towards You.

C. You shall retain all right, title, and interest in and to the data, including any Personal Data, provided by You or processed through the Services ("Customer Data"). We will only use and process the Customer Data as necessary to provide the Services. If You would prefer to opt out of any use of your data other than as may be required to provide the Services, simply let us know in writing, and we'll be happy to accommodate your request. However, from time to time, we may use Customer Data and Outputs (as defined hereinbelow) in an aggregated and de-identified form for (i) testing, improving, and developing our Services; and (ii) publications such as peer-reviewed journals or for academic and research purposes.

D. We shall retain all right, title, and interest in and to the results and outputs generated through the use of the Services based on the Data including improvements resulting from analysis of Customer Data or Outputs in de-identified form ("Output").

10. THIRD PARTY SERVICES, MATERIALS, AND DEVICES

A. The Services may include, display, or make available content, data, information, applications, materials, programs, or code that belong to third-parties or are licensed under an Open-Source Software ("OSS") license model ("Third Party Materials"). Such Third Party Materials are subject to the terms and conditions of the applicable Third Party Materials, and are specifically excluded from all warranty and support obligations described elsewhere in these Universal Terms.

B. If applicable, and where you require, We may on your such requirement facilitate providing of Devices to You from third party manufactures, however, We do not provide any warranties, representations, and indemnities pertaining to such Devices. In such cases, and to the extent permitted under the terms of such third-party manufacturers, You may claim such warranties as from such third-party manufacturers or providers of the Devices directly. Qure explicitly disclaims and You hereby release Qure from any claims, obligations or liabilities arising out of any use of such Devices, as the Devices are facilitated by Us solely as a convenience to You. We also explicitly disclaim all liability and responsibility arising out of any data loss caused due to mishappening, malfunction, power loss, technical error, or any other reason whatsoever during the provision of the Services to You. Accordingly, You agree to maintain adequate and timely backup of all data to ensure there are no instances of data loss.

C. Where applicable and as required for provision of Our Services, We shall have a right to access the Devices periodically to check on the number of scans processed as well as for routine maintenance to provide Our Services effectively. We have a right to remove the Software from Devices and You agree to return the Devices to its factory settings, free from the Software and Qure IP upon expiry of termination of the Services. In case the provision of the Devices has been facilitated by Qure to You, You shall hand over physical possession of such Devices in good condition to Qure without any undue delay and latest within thirty (30) days from the expiry or termination of Services, or upon Our request, whichever is earlier. Failure to return Devices within the prescribed period shall incur late fees and/or replacement costs, which may be invoiced separately or deducted from any refundable amounts due to Customer.

11. WARRANTIES AND DISCLAIMERS

A. Qure shall provide the Services using reasonable care and skill. Such provision of Our Services shall apply provided that You have made available, and continue to maintain, a suitable technical, operational, and infrastructure environment necessary for the proper deployment, integration, and functioning of the Software and Services, in accordance with Qure's documentation, specifications, and reasonable instructions. Subject to this limited warranty, and except in cases in which where Our gross negligence has rendered use of the Services impossible, the Software and Services are provided to You "as is" and "as available". We disclaim all warranties, express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, accuracy, merchantability, non-infringement, and loss of Data and Customer Data, to the maximum extent permitted under laws. We do not warrant that Services, documentation, or any other information, or materials provided hereunder will meet Your requirements or expectations or is complete and accurate or the Services will be uninterrupted, timely and secure. You agree that Software or computer products are not error-free, and occasional downtimes may occur. No warranty of any kind exists in case of an unauthorized intervention in the Services by You or any other party or in case the Services are used on an unsuitable or defective computer device or application. Qure shall have no liability whatsoever with respect to the functionality or quality of plug-ins or other auxiliary programs, designed to work together with the Services, or for the interoperability of such programs together with the Services.

B. All information on the Services is provided in good faith. However, without prejudice to the generality of the foregoing statement, Qure does not warrant that the information in the Services is complete, true, accurate, up-to-date, or non-misleading, and neither does Qure assume legal or medical liability or responsibility for the points mentioned above. Qure or any other person or party that contributed to these Services makes no representations or warranties in relation to the medical information in the Services. Reliance on any information provided by the Services is solely at Your own risk. Qure specifically disclaims all responsibility for any liability, loss, or risk, personal or otherwise, which is incurred as a consequence, directly or indirectly, of the use of the Services or the application of any content contained or referenced therein. Qure does not, nor does it intend to engage in the performance or delivery of medical or health care services.

12. INDEMNITY, LIABILITY AND LIMITATIONS

A. Qure will be responsible for its own acts or omissions in connection with these Universal Terms, to the extent such acts or omissions are determined by a court of competent jurisdiction to arise out of Qure's gross negligence, wilful malfeasance, or failure to comply with these Universal Terms or applicable laws. You agree that this Section sets out the responsibility of Qure for its own acts of judicially determined negligence, wilful malfeasance, or breach of Universal Terms, and is not and shall not be construed as a contractual obligation to defend, indemnify, or hold harmless You or any third party. This statement shall not be construed to extinguish or otherwise limit any right You may have to an indemnification by Us which is available at law.

You hereby agree to indemnify, defend and hold harmless, Us, Our employees, members, directors, managers and officers from and against any loss, liability, damage, penalty or expense including attorneys' fees and costs of defense which We may suffer or incur as a result of (i) any gross negligence or wilful misconduct or fraud by You, Your employees or agents; (ii) breach of the representation, warranty and undertakings made by You under these Universal Terms or under any agreement with Qure and policies or documents they incorporate by reference, or Your violation of any law, rules or regulation; (iii) by the use of Data in the Services.

B. To the maximum extent permitted by applicable law, in no event shall Qure be liable to You for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or wrong medical image tag detection or missed image tag detection (both omission and commission) or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Services, the provision of or failure to provide support or other Services, information, software, and related content through the Services or otherwise arising out of the use of the Services including, but not limited to, any clinical diagnosis, misdiagnosis or consequences to patient well-being and software performance changes or failures to You that may result directly or indirectly from integrating with the Services

C. None of the individual authors, contributors, developers of these Terms nor anyone else connected to Qure in take any responsibility for the results or consequences of any attempt to use or adopt any of the information presented by these Terms.

D. In no event shall either of the parties be liable for any indirect, special, incidental, punitive, exemplary or consequential damages, or damages based on lost profits, however caused and, whether in contract, tort or under any other theory of liability, regardless of whether such damages were foreseeable or whether we are aware of the possibility of such damages. In reference to Qure, the aforementioned indirect or consequential damages shall include without limitation, wrong medical image tag detection or missed image tag detection, business interruption, personal injury, loss of data, privacy, inability to use the Software, provision of or failure to provide support or other Software, clinical diagnosis, misdiagnosis or consequences to patient well-being and software performance changes or failures to You that may result directly or indirectly from integrating with the Software. To the maximum extent permitted under applicable laws, Qure is neither responsible for nor does Qure undertake any liability whatsoever arising from You processing any Data on Software. To the maximum extent permitted under applicable laws, Qure's aggregate liability under these Universal Terms shall not exceed the amounts paid for the Services rendered to You in the last six (6) months of the agreement.

E. The Services including Qure app may contain (or You may be sent through the Site) links to other websites or content belonging to or originating from third parties or links to websites and features in banners or other advertising. Such external links are not investigated, monitored, or checked for accuracy, adequacy, validity, reliability, availability or completeness by us. We do not warrant, endorse, guarantee, or assume responsibility for the accuracy or reliability of any information offered by third party website/app linked through the Qure App. We will not be a party to or in any way responsible for monitoring any transactions between You and third-party providers of products or services.

13. AUDITS

To the extent required under applicable laws, Qure, its representatives and/or its auditors may conduct audits for the purpose of determining whether You are in compliance with Your obligations under the Universal Terms, provided (i) reasonable prior written notice of any audit is given; (ii) the audit is conducted during normal business hours; (iii) such audits' are subject to the confidentiality obligations under the Universal Terms. If the audit results indicate that You have committed any breach of the Universal Terms, the same shall be considered a material breach of these Universal Terms, and You shall take immediate action to mitigate such breach no later than seven (7) days from the date of intimation of such breach by Qure. Without prejudice to the foregoing, in case of any material breach detected and not cured by You within a reasonable time in Our sole discretion, We reserve the right to take all actions necessary including the termination of our arrangement with You.

14. TESTIMONIAL DISCLAIMER

A. The Site may contain testimonials by users of Our Services. For clarity, We are not affiliated with the users or other parties who provide testimonials, and they are not paid or otherwise compensated for their testimonials. These testimonials reflect the real-life experiences and opinions of such persons, which are personal to them, and may not necessarily be representative of all users of Our Services. We do not claim, and You should not assume, that all users will have the same experiences. Your individual results may vary.

B. The testimonials on the Site may be submitted in various forms such as text, audio and/or video, and appear on the Site verbatim as given by the users, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public.

C. The views and opinions contained in the testimonials belong solely to the individual User and do not reflect Our views and opinions. We are not affiliated with Users who provide testimonials, and Users are not paid or otherwise compensated for their testimonials.

15. CONTRACTING ENTITY, GOVERNING LAW, & DISPUTE RESOLUTION

A. These Universal Terms and all rights, duties and obligations arising hereunder shall be governed by and in accordance with following notwithstanding any conflicts of laws principles:

A. If You are established, located, or based in India, you shall deem to have entered into the Universal Terms with Qure India, and the laws of India shall govern, and the courts of Mumbai shall have exclusive jurisdiction. Any dispute arising under, relating to or in connection with these Universal Terms, or the breach hereof, including any question regarding its existence, validity or termination, shall be resolved amicably by the parties within thirty (30) days from the notification of the dispute by the initiating party, failing which they shall be referred to and finally resolved by arbitration in accordance with the arbitration rules of the Mumbai Centre for International Arbitration ("MCIA Rules"), which rules are deemed to be incorporated by reference in this clause. The award rendered by the arbitrator shall be final and binding on the parties. The arbitration shall be conducted by a sole arbitrator, who will be appointed by MCIA in accordance with MCIA Rules. The seat and the venue of the arbitration shall be Mumbai. The language to be used in the arbitral proceedings shall be English.

B. If You are established, located, or based in North America, Latin America, South-East Asia, Australia, New Zealand (ANZ), or in any other country not covered in (i) or (iii), you shall deem to have entered into the Universal Terms with Qure US, and the laws of the State of New York shall govern, and the courts of New York City shall have exclusive jurisdiction. Any dispute arising under, relating to or in connection with the Agreement, or the breach hereof, including any question regarding its existence, validity or termination, shall be resolved amicably by the parties within thirty (30) days from the notification of the dispute by the initiating party, failing which they shall be referred to and finally resolved by arbitration in accordance with the arbitration rules of the American Arbitration Association ("AAA Rules"), which rules are deemed to be incorporated by reference in this clause. The award rendered by the arbitrator shall be final and binding on the parties. The arbitration shall be conducted by a sole arbitrator, who will be appointed by American Arbitration Association in accordance with AAA Rules. The seat and the venue of the arbitration shall be New York and New Jersey respectively. The language to be used in the arbitral proceedings shall be English.

C. If You are established, located, or based in the United Kingdom or the European Union, Middle-East, or Africa, you shall deem to have entered into the Universal Terms with Qure UK, the laws of England and Wales shall govern, and the courts of London shall have exclusive jurisdiction. Any dispute arising under, relating to or in connection with the Agreement, or the breach hereof, including any question regarding its existence, validity or termination, shall be resolved amicably by the parties within thirty (30) days from the notification of the dispute by the initiating party, failing which they shall be referred to and finally resolved by arbitration in accordance with the arbitration rules of the London Court of International Arbitration ("LCIA Rules"), which rules are deemed to be incorporated by reference in this clause. The award rendered by the arbitrator shall be final and binding on the parties. The arbitration shall be conducted by a sole arbitrator, who will be appointed by LCIA in accordance with LCIA Rules. The seat and the venue of the arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

D. The parties waive any objections to such jurisdiction, including venue and inconvenient forum.

16. MISCELLANEOUS

A. Assignment: Any rights or obligations hereunder may be assigned by Qure without Your prior written consent. However, You shall not assign any rights or obligations hereunder without the prior written consent of Qure, except in case of a change of control, in which case, you shall promptly, following such assignment, notify Qure of the same. These Universal Terms bind and inure to the benefit of, the parties and their respective successors and permitted assigns.

B. Entire Agreement: The Universal Terms together constitute the entire agreement between us and supersede any and all prior agreements between You and Qure with regard to the subject matter hereof. The Universal Terms shall prevail over any the terms or conditions otherwise agreed earlier between us (including any terms in any purchase order, order form, or other order documentation), unless otherwise specifically agreed and accepted in writing by us.

C. Changes & Amendments: We may periodically modify or update these Universal Terms. When we do, the updated version will replace all prior versions. We will notify you of any significant changes through email or other reasonable communication methods such as through timely updates on our websites. If you do not accept these changes, you must inform us promptly but no later than thirty (30) days of such update being publicized on our website. Continued use of our Services after changes come into effect constitutes your acceptance of the updated Universal Terms. You can always find the latest version of these terms on this page. however, this may, at Our sole discretion, result in our discontinuing your access to the Software and Services, unless otherwise agreed in writing

D. Severability & Waiver: If any provision in these Universal Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Universal Terms shall remain in effect. The non-exercise of any right under any provision of these Universal Terms by either party does not constitute a waiver of that right or provision of these Universal Terms by such parties, and any waivers shall only be valid if the same is agreed to in writing.

E. Relationship of the Parties: The parties are independent contractors. These Universal Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties. You do not have the right to make any representations or warranties on behalf of Us.

F. Survival: All clauses which, by their nature are intended to survive, including without limitation clauses 1 (Definitions), 3 (Representations And Warranties), 7 (Data Privacy and Protection), 8 (Confidentiality), 9 (Intellectual Property and Ownership), 11 (Warranties and Disclaimers), 12 (Indemnity, Liability and Limitations), 16 (Miscellaneous), shall survive any termination of Qure's agreement with respect to use of the Services by You. Termination shall not limit either party's liability for obligations accrued as of or prior to such termination or for any breach of the Terms.

G. Notices and Consent to Electronic Communications: For a written notice(s) to be considered valid, it should be delivered through either (i) a nationally recognized overnight delivery service to such address as provided in writing or (ii) electronic mail as set forth hereinafter.

H. Any notices to Qure shall be delivered as following:

Office Address: 6th Floor, 606, Wing E, Times Square, Andheri-Kurla Road, Marol, Andheri (E), Marol Naka, Mumbai, Maharashtra, India, 400059.

Email: In case of a) operational and general issues concerning the Services, please write to partner@qure.ai. This includes any inquiries, feedback, concerns, updates or changes to Services, Qure products, or Qure platform offerings; and b) contractual or legal matters please write to contracts@qure.ai.

H. Publicity Rights: You hereby grant Us the right to identify You as Our Customer on Our website and/or marketing collateral and to include Your use of the Services in case studies, and research. You shall not use the trademark, trade name or Qure logo or any other mark or logo of Qure, except with the prior written consent and as per the directions of Qure.

I. Anti Bribery & Corruption: You represent and warrant that You, Your affiliates, owners, directors, officers, employees and agents will not at any time offer, promise, pay or arrange for payment or indulge in giving of a bribe or any benefit, advantage or anything of value to any public official, individual, entity or any other third party in exchange for an improper advantage in any form either directly or indirectly. You further represent and warrant that You, Your affiliates, owners, directors, officers, employees and agents will act in full compliance with any applicable anti-corruption laws and regulations, industry and professional codes including the Prevention of Corruption Act, 1988, FCPA, UK Bribery Act, and any other international or local legislation on the subject matter. You shall ensure and always maintain appropriate records as per standard industrial practices with respect to billing, accounting and other internal controls to ensure compliance with international and other applicable anti-bribery and anti-corruption laws.

J. Change in Law: Qure shall not be liable for any increase in costs or reduction in net after Tax return or other financial burdens, losses, liabilities or damages on You arising as a result of Change in Law. You acknowledge and agree that You shall not be entitled to any compensation from Qure in the event of any Change in Law or the operation or enforcement of current applicable laws. "Change in Law" for the purposes of this clause means the enactment, adoption, promulgation, modification or repeal (including any change in interpretation or application by the relevant authorities), of any applicable law.

K. Class Action Waiver: Any claim brought by You or Your Users against Qure shall be under individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). You expressly waive any ability to maintain any Class Action in any forum. If the claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. You understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually.

L. Injunctive Relief: You agree that a breach of these Universal Terms will cause irreparable injury to Qure for which monetary damages would not be an adequate remedy and, to the extent permitted under applicable laws, Qure shall be entitled to equitable relief, including but not limited to preliminary and permanent injunctive relief, in addition to any remedies it may have hereunder or at law or equity without any proof of damages.

M. Conflicting Terms: In an event of a conflict between these Universal Terms and any agreement entered into by You with Qure, the Universal Terms shall take precedence unless otherwise specified in the such agreement entered into by You with Qure.

N. Disclosure: We reserve the right to access, read, preserve, and disclose any information that We obtain in connection with the Site, and Your use thereof, as We reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce the Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of Qure, its Users or the public.

O. Consent to Electronic Communications and Solicitation: By downloading the Qure App, and/or opting-in through notification settings, You authorize Qure to send You (including via email and push notifications) information regarding the Services, such as: (a) notices about Your use of the Services, including notices of violations of use; (b) Updates to the Service and App and new features or products; and (c) promotional information and materials regarding Qure's Services. You can review and/or unsubscribe to such notifications by following instructions as provided by Qure in the Services.