CMS EULA

This End User License Agreement ("EULA") is a legal agreement between you, the Practitioner or clinic entity installing or using the software (the "Licensee"), and HealthChip Technologies Private Limited, operating under the trade name "GoClinica," governing your use of the GoClinica Clinic Management Software, including all associated modules, updates, documentation, and bundled third-party components (collectively, the "Software").

BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.

This EULA supplements, and should be read together with, GoClinica's Terms of Use and Privacy Policy.

Subject to your compliance with this EULA and payment of applicable fees, GoClinica grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software in object code form only, on the number of devices permitted under your subscription plan, solely for the purpose of managing your clinical practice, including patient records, appointment scheduling, billing, and related administrative functions.

This EULA grants you a license to use the Software; it does not constitute a sale. GoClinica and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights.

You shall not, and shall not permit any third party to:

• •Copy, modify, translate, or create derivative works based on the Software.
• •Reverse-engineer, decompile, disassemble, or attempt to discover the source code (except where prohibited by applicable law).
• •Rent, lease, lend, sell, sublicense, distribute, or transfer the Software to any third party.
• •Remove, alter, or obscure any proprietary notices, labels, or marks.
• •Use the Software to develop a competing product or for competitive benchmarking.
• •Circumvent, disable, or interfere with security-related or license-management features.
• •Use the Software in violation of any applicable law, including data protection and healthcare laws.

You retain ownership of the patient and practice records that you input into, or generate through, the Software ("Practice Records"), subject to GoClinica's rights to access, host, process, and use such records as described in the Terms of Use and Privacy Policy.

• •You are solely responsible for the accuracy, legality, and appropriateness of all Practice Records.
• •You are responsible for obtaining any consents required from your patients under the DPDP Act, 2023.
• •GoClinica does not access or disclose Practice Records except as described in our policies or required by law.

• •GoClinica may release updates, patches, bug fixes, or new versions from time to time.
• •Updates may be installed automatically or require your action; this EULA applies to all Updates.
• •Technical support is provided in accordance with your subscription plan.
• •GoClinica reserves the right to modify or discontinue any feature of the Software with reasonable prior notice.

• •Use of the Software is subject to fees, billing cycle, and payment terms of your selected subscription plan.
• •GoClinica may make the Software available on a complimentary Trial Period. Upon expiry, a pre-paid subscription is required.
• •All subscription fees paid are non-refundable, including where you cancel prior to the end of the subscription period.
• •GoClinica reserves the right to suspend access in the event of non-payment.

THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

GoClinica does not warrant that the Software will be uninterrupted, error-free, or free from harmful components. The Software is a practice-management tool and does not constitute clinical or diagnostic software; you remain solely responsible for all clinical decisions.

To the maximum extent permitted by applicable law, GoClinica shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business interruption.

GoClinica's aggregate liability arising out of this EULA shall not exceed the amount of subscription fees paid by you in the twelve (12) months preceding the event giving rise to the claim.

You agree to indemnify, defend, and hold harmless GoClinica from claims arising from: (a) your breach of this EULA; (b) use of the Software in violation of applicable law; (c) any Practice Records entered by you or your staff; or (d) any dispute between you and a patient or third party arising from your use of the Software.

• •This EULA is effective from the date you first install or access the Software.
• •GoClinica may terminate immediately upon written notice if you breach any material term.
• •You may terminate by uninstalling the Software and discontinuing your subscription.
• •Upon termination, your license ceases immediately. Clauses regarding Ownership of Data, Warranty Disclaimer, Limitation of Liability, Indemnification, and Governing Law survive termination.

• •The Software may incorporate third-party open-source or licensed components subject to their own license terms.
• •You shall comply with all applicable export control and economic sanctions laws.

This EULA shall be governed by the laws of India. Any disputes shall be resolved in accordance with the dispute resolution provisions in GoClinica's Terms of Use (binding arbitration at Bengaluru under the Arbitration and Conciliation Act, 1996).

GoClinica may update this EULA from time to time. Material changes will be notified via the Software, the Website, or email, with a reasonable opportunity to review before they take effect. Continued use constitutes acceptance of the updated EULA.