Terms and Conditions

1. Definitions

"Neuralbits System/Presco-Paperless IPD Software" shall mean, collectively or individually, the software created/designed by Neuralbits identified in Exhibit A of this Agreement that is provided to the Subscriber(s) on a subscription basis for the Purpose, including the Updates (defined below).

"Updates" shall mean enhancements, bug fixes, updates and new versions made to the Neuralbits System/Presco-Paperless IPD Software by Neuralbits and provided to the Subscriber by Neuralbits.

"Upgrades" shall mean replacement of the Presco Software with a newer or better version in order to bring the system up to date or improve the characteristics of the Presco Software.

2. Intellectual Property Rights

2.1 Ownership

Neuralbits retains all right, title and interest in and to and ownership of all Presco Software, to all Updates and all modifications and the intellectual property rights thereto. Neuralbits does not transfer either the title or the intellectual property rights of the Presco Software and its subscription services to the Subscriber(s).

2.2 Preservation of Neuralbits's Notices

The Subscriber agrees not to (and not to allow others to) remove, alter, cover over or deface Neuralbits's proprietary notices which appear in or in connection with the Presco Software as provided by Neuralbits to the Subscriber under this Agreement. Additionally, Neuralbits may include Subscriber's name and/or logo within its list of customers for general promotional purposes.

2.3 Subscription to the Subscriber

Subject to all limitations and restrictions contained herein, Neuralbits grants to the Subscriber a subscription, software as a service ("SaaS"), non-exclusive, and non-transferable right to access and operate the object code form of the Presco Software, as hosted by Neuralbits ("Use"). Subscriber shall have a limited right and license to Use the Presco Software solely for its internal purposes, to perform the functions described under Exhibit A for the Purpose. Subscriber shall not allow any website that is not fully owned by the Subscriber to frame, syndicate, distribute, replicate, or copy any portion of the Subscriber's website that provides direct or indirect access to the Presco Software. Unless otherwise expressly permitted in this Agreement under Exhibit A, Subscriber shall not permit any subsidiaries, affiliated companies, or third parties to access the Presco Software. The Subscriber shall be provided with log-in credentials to the Presco Software by the Neuralbits representative.

2.4 Implementation and Training

Neuralbits shall initiate the implementation of the Presco Software for the Subscriber which might include creating the segregated hosting environment and effecting necessary interfaces for the Presco Software upon mutual agreement between the parties. The start date of the subscription period shall be referred to as the "Commencement Date" which is fifteen (15) from the date of clearance of the payments. Further, the Subscriber shall conduct the necessary training for the Subscriber's Authorized Users (as defined below) and the administrator of the Presco Software with respect to the use and operation of all modules or components of Presco Software ("Implementation and Training"). The Subscriber shall ensure the availability of the Authorized Users for the referred training. The details of the Implementation and Training shall be as provided under Exhibit A. Also by Signing the implementation form subscriber confirms the transition to a paperless system and waives any refund claims.

Registered Office: A-320, Eastern Business District, Bhandup(w), Mumbai-400078 | Contact No: 022-49627958 | Website: www.Neuralbits.com | E-mail: neuralbits.assist@gmail.com

2.5 Free Trial

Neuralbits may offer at its discretion, a free trial of the Presco Software for a specified time period. During such trial period, the Subscriber shall be bound by the terms of this Agreement and any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions. Any data which the Subscriber enters into the Presco Software, and any customizations made to the Presco Software by or for the Subscriber, during the Subscriber's free trial will be permanently lost at the expiry of the specified time period unless the Subscriber Upgrades his/her/its subscription to one of the paid subscription plans. Neuralbits does not provide any warranty during the trial period.

2.6 Customization to the Presco Software

Neuralbits has the sole right to modify any feature or customize them at its discretion and there shall be no obligation to honour customization requests of the Subscriber. The subscription fee hence charged is exclusive of any customization costs.

2.7 Functionality Changes

Neuralbits reserves the right to add new functionality and modify existing functionality to the Presco Software as and when it deems fit, and make any such changes available in newer versions of the Presco Software or native mobile application or all of these at its discretion. The Subscriber will be duly notified upon release of such newer versions and Neuralbits reserves the right to automatically Upgrade all its users, including the Subscriber, to the latest version of the Presco Software as and when Neuralbits deems fit.

2.8 Subscriber Information

Any communication sent by or through Neuralbits or the Presco Software to the clients or customers of the Subscriber is based solely on information uploaded by the Subscriber on the Presco Software. The accuracy and completeness of such information (including but not limited to contact details of the client or customer) is the sole responsibility of the Subscriber. Neuralbits will not be responsible for the incompleteness or inaccuracy of such information, including if as a result of such inaccuracy, a communication is sent to an unintended recipient.

2.9 Additional Restrictions

In no event shall the Subscriber disassemble, decompile, or reverse engineer the Presco Software or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation:

1. converting the Presco Software from a machine-readable form into a human-readable form;
2. disassembling or decompiling the Presco Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof;
3. examining the machine-readable object code that controls Presco Software's operation and creating the original source code or any approximation thereof by, for example, studying Presco Software's behaviour in response to a variety of inputs; or
4. performing any other activity related to the Presco Software that could be construed to be reverse engineering, disassembling, or decompiling.

The Subscriber agrees to immediately report to Neuralbits any unauthorized use or infringement of the Presco Software that comes to its attention.

Registered Office: A-320, Eastern Business District, Bhandup(w), Mumbai-400078 | Contact No: 022-49627958 | Website: www.Neuralbits.com | E-mail: neuralbits.assist@gmail.com

2.10 Authorized Users

Unless otherwise specifically provided in the Agreement, "Authorized Users" will only consist of:

1. employees or consultants of the Subscriber, and
2. subject to Section 5 ("Confidentiality"), third party contractors of the Subscriber who do not compete with Neuralbits ("Permitted Contractors").

Permitted Contractors may Use the Presco Software only at the Subscriber's place of business and/or the mobile application or in the presence of Subscriber personnel. Subscriber is fully liable for the acts and omissions of Permitted Contractors under this Agreement.

2.11 Feedback

Subscriber acknowledges that the Presco Software shall include the ability for users of the Subscriber's service ("End-Users") to provide Feedback on such service using the Presco Software. Subscriber acknowledges that Neuralbits shall be entitled to, in its sole discretion, to publish or not publish such Feedback or to retain or not retain such Feedback and to moderate such Feedback, as required. "Feedback" for the purposes of this Agreement shall mean feedback, ratings and review provided by End-Users to the Subscriber's service made available by Neuralbits on the Presco Software. Any communication sent by the Subscriber to its clients or customers (whether or not End-Users) based on information collected by the Subscriber of its clients or customers will be sole responsibility of the Subscriber. The Subscriber must ensure accuracy of such communication sent, and must ensure that it is sent to the intended recipient.

3. Payment

Subscription Payment needs to be paid annually in advance. The payment will be made to "Neuralbits Technologies Pvt Ltd" through Cheque or Bank Transfer. Contract begins from the date of signing this agreement. All payments are Non-Refundable.

Further Year Terms will be decided on mutual discussions and on existing conditions.

4. Hardware Lease

Hardware consists of Tablet and stylus pen. Tablet is leased to client at the start of the subscription, and on paying the subscription for the said contract period, the tablet ownership is transferred automatically to the hospital. Hardware/Tablet comes with the standard warranty, it covers only accidental damage if additional ADLD insurance is purchased, which is valid only for 1 year at the time of fresh purchase. In case of theft to hardware, or post warranty period it is sole responsibility of Client/Hospital to replace or repair the Hardware. Standard Maintenance of Tablet is carried out by Neuralbits at no cost to the Client.

5. Confidentiality

5.1 Confidential Information

The parties to this Agreement undertake to retain in confidence all information disclosed to the other party in relation to this Agreement that the disclosing party has designated as being confidential in writing or if disclosed orally, or if, designated as confidential at the time of such disclosure and reduced to writing conspicuously marked as confidential and sent to such other party within thirty (30) days thereof ("Confidential Information"). The terms and conditions of this Agreement including its Exhibits shall be considered Confidential Information.

5.2 Exclusions

"Confidential Information" will not include information that:

1. is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party;
2. the receiving party can demonstrate to have had rightfully in its possession and without restriction, prior to disclosure hereunder;
3. is independently developed by the receiving party without use of the disclosing party's Confidential Information, as can be shown by the written records of the receiving party;
4. is lawfully obtained from a third party who has the right to make such disclosure; or
5. is released for publication by the disclosing party in writing.

A receiving party also may disclose disclosing party's Confidential Information to the extent required by a court or other governmental authority, provided that the receiving party promptly notifies the disclosing party of the disclosure requirement and cooperates with the disclosing party (at the latter's expense and at its request) to resist or limit the disclosure.

5.3 Protection of Confidential Information

Each party agrees to protect the other party's Confidential Information to the same extent that it protects its own confidential information of a similar nature and shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information to third parties. A party may disclose other party's Confidential Information to its directors, officers, employees and third party contractor(s) ("Representatives") on a need to know basis and to the extent necessary for the purpose of this Agreement. If a party provides Confidential Information of the other party to its Representatives, then it will ensure that such Representatives have entered into a written confidentiality agreement with the party providing such information to the Representatives protecting such Confidential Information from unauthorized disclosure or improper use. Obligations of confidentiality under this Agreement shall survive the termination or expiration of the Agreement for a period of three (3) years; save for Confidential Information constituting trade secrets, in which event the obligations shall subsist indefinitely.

6. Representations and Warranties

6.1 By the Subscriber

The Subscriber represents and warrants that:

1. Subscriber is 18 years of age or older and has the right, authority and capacity under the applicable law to use the Presco Software and enter into this Agreement;
2. Subscriber will not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their login and Account details or right to use the Presco Software to any third party;
3. information given to Neuralbits or uploaded on the Presco Software by the Subscriber will always be true, accurate, correct, complete and up to date, to the best of the Subscriber's knowledge that the Subscriber has the necessary rights from the end-user to upload such information on the Presco Software, including but not limited to end-user health records ("User Content"), and that such right from the end-user shall include an explicit right for Neuralbits to reflect and map the User Content with an account of such user as may be created by such user through the Neuralbits website and for Neuralbits to further store and use the User Content for the purposes of Neuralbits's business and for providing such other services in India and outside India, as may be applicable;
4. Subscriber will not use the Presco Software for any unauthorized and unlawful purpose;
5. Subscriber will not engage in any activity that interferes with or disrupts the Presco Software or the servers and networks which are connected to the Presco Software;
6. Subscriber will not reproduce, duplicate, copy, transfer, license, rent, sell, trade or resell the Presco Software for any purpose whatsoever;
7. comply with all laws, regulations, and ordinances applicable to the Subscriber and its business and relating to the use of the Presco Software under this Agreement; and
8. Subscriber will be subscribing to the Presco Software only for the Purpose.

6.2 By Neuralbits

The Presco Software provided by Neuralbits is provided "as is", "as available" and Neuralbits makes no express or implied representations or warranties about its subscription services and/or the Presco Software or of merchantability or fitness for a particular purpose or use or non-infringement. Neuralbits does not authorize anyone to make a warranty on Neuralbits's behalf and you may not rely on any statement of warranty as a warranty by Neuralbits.

7. Indemnification

7.1 Neuralbits Indemnity

Neuralbits shall indemnify, hold harmless and, defend the Subscriber from and against any and all final court awarded damages that are attributable to claim by a third party indicating that the Presco Software infringes such third party intellectual property rights; provided that:

1. the Subscriber gives Neuralbits prompt notice in writing of any such suit and permits Neuralbits, through counsel of its choice, to answer the charge of infringement and defend such claim or suit;
2. the Subscriber provides information, assistance and authority to enable Neuralbits to defend such suit; and
3. Neuralbits shall not be responsible for any settlement made by the Subscriber without Neuralbits's prior written permission provided, however that such permission shall not be unreasonably withheld.

7.2 Duty to Correct

Should any Neuralbits Software become the subject of a claim of infringement of a third party intellectual property right, Neuralbits shall, at Neuralbits's expense:

1. procure for the Subscriber the right to use the Neuralbits Software in question; or
2. replace or modify the Neuralbits Software to make it non-infringing, provided that substantially the same function is performed by the replacement or modified Neuralbits Software; or
3. if the right to use cannot be procured or the Neuralbits Software cannot be replaced or modified, Neuralbits shall accept the return of the Neuralbits Software and reimburse the Subscriber for any payments made in advance for the un-used term of the Agreement for such Neuralbits Software.

The Subscriber's sole and exclusive remedy is as stated herein and to cease use of the Neuralbits Software.

7.3 Exclusions

Neuralbits shall have no liability set forth in Section 7.1 above:

1. for any claim or suit, where such claim or suit would have been avoided but for the effect on the Presco Software caused by other software or hardware by the Subscriber;
2. for infringement of any intellectual property or proprietary rights arising in whole or in part from changes made to any Presco Software by any party other than Neuralbits; and
3. where the allegedly infringing activity continues after the Subscriber has been notified thereof or has been informed of modifications that would have avoided the alleged infringement by Neuralbits.

7.4 Subscriber Indemnity

The Subscriber will defend, indemnify, and hold harmless Neuralbits, its corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, attorneys' fees) arising from or related to the Subscriber's:

1. breach of the confidentiality obligations, breach of intellectual property provisions and breach of representation and warranties provisions herein;
2. violation of any applicable law.

It is the responsibility of Subscriber to maintain a backup of all records on an external hard drive to ensure data integrity and availability.

8. Limitation of Liability

In no event shall Neuralbits be liable to the Subscriber for any lost or corrupted data, downtime, natural disasters, hack attacks, fire at data centres, cyber attacks, lost profits, business interruption, replacement service or other special, incidental, consequential, punitive or indirect damages, however caused and regardless of theory of liability, including without limitation negligence and (b) in no event shall the total aggregate liability of Neuralbits, for all claims arising out of or under this Agreement, exceed the amount that the Subscriber has paid or will pay to Neuralbits for the Neuralbits Software under this Agreement in the twelve (12) months preceding the most recent claim.

9. Term and Termination

9.1 Term

This Agreement will remain in full force and effect for a period of one (1) year unless terminated by the parties in accordance with the provisions mentioned hereunder. This Agreement shall automatically renew for one (1) year period unless a party expresses his/her/its intention to terminate the agreement by providing sixty (60) days' notice to the other party.

9.2 Termination for Convenience

The Subscriber can request for termination of his/her/its subscription of the Presco Software at any time by providing sixty (60) days' prior written notice to the address of Neuralbits mentioned in clause 10.3. During this sixty (60) day period, Neuralbits will investigate and ascertain the fulfilment of any ongoing subscription services or pending dues related to subscription fees or any other fees by the Subscriber. Neuralbits reserves the right to terminate the association with the Subscriber at any time by providing thirty (30) days' prior written notice to the Subscriber to the addresses mentioned in Clause 10.3.

9.3 Termination for Cause

Each party reserves the right to terminate this Agreement if the other party breaches a material obligation under this Agreement and such breach remains uncured for a period of thirty (30) days from the date of notification of the non-breaching party.

9.4 Effect of Termination

On termination of this Agreement due to the reasons mentioned herein, Neuralbits reserves the right to immediately terminate the subscription of the Neuralbits Software to the Subscriber. Nothing contained in this Agreement shall restrict Neuralbits's use of the data or right to publish information made available by the Subscriber in the public domain through the subscription services or any other platform managed by Neuralbits after the termination or expiry of this Agreement. After a 30 (thirty) day period from the date of termination of the Agreement, Neuralbits shall then provide/share any Subscriber data and shall thereafter, unless legally prohibited, delete all Subscriber's data in its systems or otherwise in its possession or under its control. In cases where the Subscriber terminates the subscription voluntarily, it will be the sole responsibility of the Subscriber to make a copy of their data before terminating the subscription. End-Users data will not be available after termination of subscription in such cases.

10. General Provisions

10.1 Assignment

The Subscriber may not assign this Agreement or any rights herein without the prior, written consent of Neuralbits.

10.2 Waiver

Failure or delay on the part of a party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. A waiver of default shall not operate as a waiver of any other default or of the same type of default on future occasions.

10.3 Notices

All notices and other communications pertaining to this Agreement shall be in writing and shall be deemed to have been given by a party hereto as set forth below and shall either be:

1. personally delivered;
2. sent via postage prepaid certified mail, return receipt requested;
3. sent by nationally-recognized private express courier; or
4. sent via fax provided that a confirmation copy is sent via one of the other methods described herein.

Notices shall be deemed to have been given on the date of receipt if personally delivered or via fax, or two (2) days after deposit via certified mail or express courier. A party may change its address for purposes hereof by written notice to the other in accordance with the provision of this section. The addresses for the parties are given above at the start of agreement.

Subscriber: As mentioned in the invoice.

10.4 Severability

If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision.

10.5 Independent Parties

The parties acknowledge that neither party is an agent or employee of the other party, and that neither party has any authority to bind the other party to any agreement or obligation.

10.6 Governing Law

Any dispute, claim or controversy arising out of or relating to this Agreement, will be governed by the laws of India and the courts in Mumbai shall have exclusive jurisdiction over any disputes arising out of or in relation to this Agreement.

10.7 Headings

Paragraph headings have been included in this Agreement merely for convenience of reference. They shall not be considered part of, or be used in interpreting, this Agreement.

10.8 Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.

10.9 Survival

The provisions of Sections 2, 4, 5, 6, 7, 8, 9 and 10 shall survive expiration or termination of this Agreement for any reason.

10.10 Entire Agreement

This Agreement and the Exhibits attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all proposals, oral or written, all previous negotiations and all previous communications between the parties with respect thereto.

10.11 Additional Terms

Neuralbits reserves the right to modify this Agreement at any time without giving the Subscriber any prior notice. Subscriber's use of the Presco Software following any such modification constitutes Subscriber's agreement to follow and be bound by this Agreement as modified. Any additional terms and conditions, disclaimers, privacy policies and other policies applicable to general and specific areas of the Presco Software or to particular subscription services are also considered as part of this Agreement. By agreeing to these terms, Subscriber also agrees to the terms of use, which are available at Neuralbits.com/company/terms.

10.12 Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months thereafter, the Subscriber shall not, directly or indirectly, solicit for employment, hire, engage, or offer any form of remuneration or commission to any employee, consultant, or contractor of NeuralBits who has been involved in the performance of this Agreement, without NeuralBits' prior written consent. In the event of any breach of this clause, the Subscriber shall pay NeuralBits an amount equivalent to twelve (12) months of the employee's last gross compensation as liquidated damages, in addition to any other remedies available under law.

EXHIBIT A

Presco Software

Presco is a full featured, robust and world class, made in India product to manage IPD of hospital. Presco will eliminate entire paper based medical records system and will create a system for paperless IPD.

Presco Platform provides patient admit, discharge, history, dashboard view of medical records.

Presco Software Functionality

• Certain features may be removed depending on what the prevailing laws and regulations dictate.
• Certain features may not be readily available. Feature requests will be added to a pipeline and shall be executed depending on priorities.

Training and Implementation

Presco shall strive to achieve the following training and implementation timelines:

IPD beds/hospital	Training & Implementation
0-10	7 Business Days
10-20	14 Business Days
20-40 or More	21 Business Days

Service Levels

Presco will strive for 95% uptime of the system, if the system is unusable due to a reason attributed to Presco for more than 72 hours (12 hours continuous disruption), 20% of month's payment will be waived off.

Presco will provide support for doctors and hospital staff via web, telephone and email.