Terms of Service

1. Who These Terms Apply To

These Terms may apply to:

• •Customers — clinics, healthcare organizations, companies, practices, groups, and other entities that subscribe to, license, deploy, or use the Services;
• •Authorized Users — physicians, dentists, nurses, healthcare professionals, employees, contractors, administrators, billing personnel, and other individuals authorized by a Customer to use the Services;
• •Patient Users — patients, parents, guardians, caregivers, or authorized representatives who access patient-facing functionality where enabled; and
• •Other Users — integration partners or other persons authorized to access applicable Services.

The Customer is responsible for determining who may access its Services and for managing its Authorized Users.

2. Relationship to Other Agreements

These Terms establish MYCURE's general terms for the Services.

A Customer may also have one or more separate agreements with MYCURE, such as:

• •an Order Form;
• •proposal or subscription agreement;
• •Service Agreement;
• •Statement of Work;
• •Data Processing and Security Agreement;
• •Data Processing Agreement or Addendum;
• •Business Associate Agreement;
• •Security Agreement or Addendum;
• •Service Level Agreement; or
• •other written agreement.

Where a separately executed written agreement contains provisions that conflict with these Terms, the separately executed agreement controls for the Customer and subject matter addressed by that agreement.

Specific commercial terms stated in an applicable Order Form, subscription agreement, proposal, or other accepted written agreement control over general commercial provisions in these Terms to the extent of an inconsistency.

Specific data-processing, privacy, confidentiality, security, retention, return, deletion, incident-notification, audit, or similar obligations stated in an applicable Data Processing Agreement, Data Processing and Security Agreement, Business Associate Agreement, or Security Agreement control for the subject matter addressed by that agreement.

These Terms may be supplemented by applicable MYCURE policies and notices made available through the Services or official MYCURE website as provided in these Terms and the applicable Customer agreement.

3. MYCURE CMS and the Services

MYCURE provides clinic-management software and related services.

Depending on the Customer's subscription, deployment, configuration, location, and enabled modules, MYCURE CMS may provide functionality concerning:

• •electronic medical records and clinical documentation;
• •patient registration and management;
• •appointment scheduling;
• •queue management;
• •billing and invoicing;
• •payment workflows;
• •pharmacy;
• •laboratory;
• •diagnostic imaging;
• •dental workflows;
• •inventory and materials management;
• •occupational and corporate health;
• •patient communications;
• •patient-facing applications or portals;
• •forms and documentation;
• •reports, dashboards, and analytics;
• •APIs and integrations; and
• •other healthcare, administrative, and operational workflows.

Not every feature is available to every Customer.

Feature availability may vary according to:

• •subscription or license;
• •Customer configuration;
• •deployment model;
• •jurisdiction;
• •technical requirements;
• •third-party dependencies; and
• •applicable written agreement.

MYCURE may develop, improve, modify, replace, or discontinue functionality over time, subject to these Terms and any applicable written agreement.

4. Hosting and Deployment Models

MYCURE CMS may be provided through different deployment models.

4.1 MYCURE-Hosted Services

Where MYCURE provides the hosting environment, MYCURE is responsible for the systems, hosting services, and infrastructure within MYCURE's agreed scope of control, including applicable authorized Subprocessors.

The applicable Order Form, Service Agreement, Data Processing Agreement, Security Agreement, or other written agreement may establish more specific responsibilities.

4.2 Client-Hosted or Customer-Managed Services

MYCURE CMS may also be deployed within cloud infrastructure, servers, networks, databases, storage, accounts, or other environments selected, provided, administered, or controlled by the Customer.

Unless expressly agreed otherwise in writing, the Customer is responsible for Customer-controlled infrastructure, including as applicable:

• •cloud accounts and subscriptions;
• •servers and compute resources;
• •operating systems;
• •container or orchestration infrastructure;
• •databases and storage;
• •networks;
• •firewalls and network configuration;
• •infrastructure identity and access management;
• •infrastructure credentials;
• •encryption and key-management systems controlled by the Customer;
• •infrastructure logging and monitoring;
• •infrastructure backups and recovery;
• •patching;
• •vulnerability management;
• •capacity;
• •availability;
• •disaster recovery; and
• •other infrastructure components controlled by the Customer.

MYCURE may provide deployment support, application support, troubleshooting, maintenance assistance, or technical guidance relating to MYCURE CMS.

Unless separately agreed in writing, such assistance does not make MYCURE the administrator or operator of the Customer-controlled environment and does not transfer responsibility for that infrastructure to MYCURE.

Additional infrastructure, migration, implementation, remediation, or technical services outside the applicable Service scope may be subject to a separate Statement of Work or professional-service fees.

5. Healthcare Use and Clinical Responsibility

MYCURE is a software and technology provider.

MYCURE does not become a healthcare provider, clinic, hospital, physician, dentist, nurse, pharmacist, diagnostic center, insurer, or emergency medical provider merely by providing MYCURE CMS.

The Services are intended to support healthcare workflows, documentation, administration, communication, and related operations.

They do not replace professional medical judgment.

Customers and their healthcare professionals remain responsible for:

• •diagnoses;
• •assessments;
• •treatment decisions;
• •prescriptions;
• •medication orders;
• •referrals;
• •clinical documentation;
• •interpretation of diagnostic information;
• •patient care;
• •professional judgment;
• •clinical supervision;
• •patient communications;
• •regulatory reporting;
• •billing and claims decisions;
• •verification of information before reliance; and
• •compliance with applicable professional standards.

MYCURE does not guarantee any particular clinical, treatment, diagnostic, reimbursement, regulatory, operational, or business outcome.

6. No Emergency Use

The Services are not an emergency medical service.

Unless expressly agreed otherwise in writing for specific functionality, MYCURE CMS should not be used as the sole means of:

• •emergency dispatch;
• •handling life-threatening conditions;
• •urgent clinical escalation;
• •communicating time-critical emergency information; or
• •performing functions where temporary system unavailability could itself create an unacceptable risk of harm.

Customers are responsible for maintaining appropriate emergency procedures, escalation protocols, downtime procedures, backup workflows, and alternative communication methods.

7. Regulatory Scope and Jurisdiction-Specific Use

Healthcare, privacy, data-protection, consumer-protection, professional, medical-record, telehealth, security, and other requirements vary by jurisdiction and use case.

Unless expressly stated in an applicable written agreement, MYCURE does not represent that MYCURE CMS is:

• •certified under every regulatory framework;
• •approved for every healthcare use;
• •compliant with every law applicable to every Customer;
• •suitable for every jurisdiction; or
• •sufficient by itself to satisfy a Customer's regulatory obligations.

Customers are responsible for determining whether their use of MYCURE CMS is appropriate and lawful for their:

• •jurisdiction;
• •healthcare setting;
• •personnel;
• •patients;
• •professional obligations;
• •workflows; and
• •regulatory requirements.

Where a particular regulatory framework requires additional contractual, technical, deployment, or operational arrangements, those arrangements may need to be separately agreed before MYCURE CMS is used for that regulated purpose.

8. Eligibility and Authority

To use the Services, you must:

• •have legal authority to agree to these Terms;
• •if acting for a Customer, have authority to act for that Customer;
• •be authorized to access the applicable account or functionality;
• •use the Services only for lawful and authorized purposes; and
• •comply with applicable age, capacity, parental, guardian, or representative requirements.

MYCURE may refuse, restrict, suspend, or terminate access where MYCURE reasonably believes that a person lacks appropriate authorization or is using the Services unlawfully or contrary to these Terms.

9. Customer Accounts and Authorized Users

Customers are responsible for administering their Authorized Users.

Customers shall:

• •maintain accurate account information;
• •designate appropriate administrators;
• •create accounts only for authorized persons;
• •assign roles and permissions according to legitimate operational need;
• •periodically review users and privileges;
• •promptly remove access that is no longer appropriate;
• •protect account and administrative credentials;
• •comply with applicable authentication requirements;
• •notify MYCURE promptly of known or suspected unauthorized access; and
• •require Authorized Users to comply with these Terms and applicable Customer policies.

Customer is responsible for activity performed through Customer-controlled accounts and credentials to the extent such activity results from matters within Customer's control, except to the extent caused or materially contributed to by MYCURE's breach of its own applicable obligations.

10. Multi-Factor Authentication and Account Security

MYCURE CMS may support and require multi-factor authentication (“MFA”) or other reasonable authentication controls.

MYCURE may make MFA or another security measure a condition of access to some or all Services or functionality.

Where such a requirement applies, Customers and affected users must complete and maintain the required security control.

Customers and users must not:

• •share credentials with unauthorized persons;
• •disclose authentication factors;
• •circumvent required authentication;
• •intentionally bypass security controls; or
• •permit unauthorized third parties to use their accounts.

MYCURE may reset credentials, invalidate sessions, restrict accounts, require additional verification, or suspend access where reasonably necessary to address suspected credential compromise or another material security risk.

11. Patient-Facing Features

MYCURE CMS may include patient-facing functionality such as:

• •patient portals;
• •mobile applications;
• •appointment tools;
• •forms;
• •messaging;
• •results access;
• •payment functionality; or
• •other patient services.

Such functionality may be enabled, configured, limited, or disabled according to the applicable Customer's subscription, configuration, deployment, and legal requirements.

The Customer remains responsible for determining:

• •whether patient-facing functionality is appropriate;
• •which patients or representatives may use it;
• •what information may be made available;
• •how identity and authorization should be verified;
• •whether consent or another authorization is required;
• •whether parent, guardian, caregiver, or representative access is permitted; and
• •how patient communications are handled.

MYCURE provides technical functionality but does not assume responsibility for the Customer's healthcare relationship with its patients.

12. Minor Patients and Representative Access

Where MYCURE CMS processes information relating to minors, Customers remain responsible for determining applicable legal, clinical, and organizational requirements.

This includes determining:

• •who may access a minor patient's information;
• •whether parental, guardian, representative, or other authorization is required;
• •how such authority should be documented; and
• •when access should be limited or removed.

Unless expressly agreed otherwise in writing, MYCURE is not responsible for independently determining family relationships, guardianship, custody, legal authority, or entitlement to access a patient's information.

MYCURE may require additional verification or restrict access where reasonably necessary for privacy, security, legal, or safety reasons.

13. Customer Data

“Customer Data” means data, content, records, files, images, documents, messages, and other information submitted to, stored in, transmitted through, generated through, or otherwise processed through MYCURE CMS for or on behalf of a Customer, including patient and clinical data.

As between MYCURE and the Customer, the Customer retains its rights in Customer Data.

Customer authorizes MYCURE to process Customer Data as reasonably necessary to:

• •provide, operate, support, maintain, and secure the Services;
• •provide functionality requested or enabled by Customer;
• •authenticate users;
• •store and retrieve Customer Data;
• •perform backup and recovery where within MYCURE's scope;
• •troubleshoot technical issues;
• •investigate and respond to security issues;
• •provide Customer-authorized integrations;
• •perform applicable written agreements;
• •follow lawful Customer instructions; and
• •comply with obligations imposed by applicable law.

MYCURE does not acquire ownership of Customer Data merely because it is processed through the Services.

MYCURE does not sell identifiable patient Customer Data.

14. Data Protection Roles

The parties' data-protection roles depend on the applicable information, processing purpose, jurisdiction, and agreement.

For patient, clinical, and other Customer Data where the Customer determines the purposes and means of processing, the Customer generally acts as the controller, personal information controller, healthcare provider, record custodian, or equivalent responsible party.

MYCURE generally processes such Customer Data on the Customer's behalf as a processor, personal information processor, service provider, or equivalent processing role.

MYCURE may separately act as a controller or equivalent responsible party for personal data for which MYCURE independently determines the purposes and means of processing, such as certain:

• •account-administration data;
• •business-contact data;
• •authentication and security data;
• •billing administration;
• •contractual administration;
• •legal and regulatory records; and
• •permitted business communications.

More specific responsibilities may be established in an applicable Data Processing Agreement, Data Processing and Security Agreement, Business Associate Agreement, or other written agreement.

15. Privacy and Security Resources

MYCURE's general privacy and security practices are described in the following resources:

Privacy Notice
https://mycure.md/privacy-policy

Security Overview
https://mycure.md/security-overview

Subprocessor List
https://mycure.md/subprocessors

These resources supplement these Terms as applicable.

A Privacy Notice or Security Overview does not by itself expand MYCURE's contractual obligations concerning Customer Data beyond these Terms and any applicable written Customer agreement.

Where an applicable Data Processing Agreement, Data Processing and Security Agreement, Security Agreement, Business Associate Agreement, or similar written agreement establishes more specific requirements, the more specific written agreement controls for its subject matter.

16. HIPAA and United States Regulated Use

MYCURE does not represent that MYCURE CMS is automatically suitable for use subject to the United States Health Insurance Portability and Accountability Act (“HIPAA”) by every Customer or deployment.

If a Customer intends to use MYCURE CMS in circumstances that require MYCURE to act as a Business Associate under HIPAA, the applicable parties must enter into an appropriate Business Associate Agreement before MYCURE performs processing that requires such an agreement.

Unless and until the required Business Associate Agreement and any necessary technical, commercial, or deployment arrangements are in place, MYCURE CMS is not represented to that Customer as configured or contracted for HIPAA-regulated use requiring MYCURE to act as a Business Associate.

MYCURE may condition or decline a particular regulated deployment based on technical, security, commercial, operational, or legal considerations.

17. AI-Assisted Features

MYCURE may introduce artificial intelligence, machine-learning, automation, or assistive functionality from time to time.

AI-assisted features may support activities such as:

• •administration;
• •documentation;
• •communication;
• •analytics;
• •workflow assistance;
• •information organization; or
• •other Service functions.

AI-assisted outputs may be inaccurate, incomplete, delayed, or unsuitable for a particular purpose.

Users remain responsible for reviewing and verifying AI-assisted output before relying on it for:

• •clinical decisions;
• •patient records;
• •prescriptions or orders;
• •certificates;
• •claims or billing;
• •regulatory submissions;
• •official communications; or
• •other consequential purposes.

AI-assisted functionality does not replace professional medical, legal, accounting, regulatory, billing, or other qualified judgment.

Where an external AI or large-language-model provider will process Customer Data on MYCURE's behalf, MYCURE will address applicable contractual, Subprocessor, authorization, privacy, and security requirements before or in connection with that processing.

Unless otherwise expressly authorized through an applicable Customer agreement or documented instruction, MYCURE does not authorize identifiable production Customer Data to be used to train general-purpose third-party AI or large-language models.

18. Aggregated, Statistical, and De-Identified Information

Where permitted by applicable law and the applicable Customer agreement or instructions, MYCURE may create and use aggregated, statistical, anonymized, or de-identified information for legitimate purposes such as:

• •operating the Services;
• •securing the Services;
• •reliability and performance analysis;
• •capacity planning;
• •product and service analysis;
• •benchmarking;
• •research and development; and
• •improving and developing MYCURE CMS.

Information represented as anonymized or de-identified must satisfy applicable requirements for that status.

MYCURE will not treat identifiable Patient Data as anonymized merely because obvious direct identifiers have been removed where the information remains reasonably capable of identifying an individual.

19. MYCURE Personnel and Support Access

Access to production Customer Data by MYCURE personnel is restricted to authorized personnel with an appropriate operational need.

Access may occur where reasonably necessary for:

• •support;
• •maintenance;
• •troubleshooting;
• •security;
• •incident investigation or response;
• •backup or recovery;
• •service administration;
• •compliance with applicable law; or
• •other activities necessary to provide the applicable Services.

Authorized personnel are subject to applicable confidentiality and access-control requirements.

Customers should avoid submitting unnecessary Patient Data or other sensitive information through support channels.

20. Security

MYCURE maintains reasonable technical and organizational security measures appropriate to the systems, Services, and Customer Data under MYCURE's control.

Measures may include, as applicable:

• •authentication;
• •access controls;
• •encryption;
• •logging;
• •monitoring;
• •backups;
• •personnel access restrictions;
• •security procedures; and
• •incident-response measures.

Specific measures depend on the deployment model and may evolve over time.

No information system, software service, network, authentication mechanism, storage system, or security control can eliminate all risk.

MYCURE does not warrant:

• •absolute security;
• •uninterrupted availability;
• •detection of every malicious action;
• •prevention of every unauthorized access event;
• •correction of every vulnerability before exploitation; or
• •zero data loss.

Customers remain responsible for security matters within their control.

Additional information is available in the Security Overview.

21. Security Incidents

Where MYCURE becomes aware of a Security Incident affecting Customer Data, MYCURE will provide notice and cooperation in accordance with applicable law and the applicable Customer agreement.

Customers remain responsible for promptly reporting known or suspected incidents arising from matters within Customer's control, including:

• •compromised credentials;
• •unauthorized account access;
• •lost or compromised devices;
• •compromised email accounts;
• •Customer network compromise;
• •Customer-controlled infrastructure compromise;
• •unauthorized integrations; and
• •circumvention of security controls.

As between MYCURE and the Customer, the Customer generally remains responsible for determining and carrying out applicable notifications to its patients, data subjects, regulators, or other parties where the Customer is the responsible controller or equivalent party, subject to any independent obligation imposed directly upon MYCURE.

Security and privacy concerns relating to MYCURE should be reported to:

privacy@mycure.md

22. Customer Responsibilities

Customer is responsible for its organization, healthcare operations, personnel, workflows, and use of the Services.

Customer responsibilities include, as applicable:

• •complying with laws and professional requirements applicable to Customer;
• •obtaining required licenses, permits, registrations, and accreditations;
• •determining lawful bases for Customer Data processing;
• •providing required privacy notices;
• •obtaining consent or authorization where required;
• •ensuring that only appropriately authorized personnel use the Services;
• •managing Authorized Users;
• •assigning appropriate roles and permissions;
• •maintaining accurate information;
• •verifying information before reliance;
• •training personnel;
• •maintaining appropriate internal privacy and security controls;
• •maintaining emergency and downtime procedures;
• •complying with medical-record retention requirements;
• •responding to patient and data-subject requests;
• •securing Customer-controlled devices and networks;
• •securing Customer-controlled infrastructure;
• •managing Customer-selected integrations;
• •protecting exported information; and
• •complying with applicable documentation and written agreements.

MYCURE is not responsible, as between MYCURE and Customer, for harm to the extent caused by Customer's failure to perform responsibilities within Customer's control, except to the extent MYCURE independently caused or materially contributed to that harm.

23. Acceptable Use

You must not use the Services to:

• •violate applicable law or another person's rights;
• •access or process information without authorization;
• •submit fraudulent or knowingly unlawful information;
• •impersonate another person or misrepresent authority;
• •interfere with the Services;
• •attempt unauthorized access to systems, accounts, or data;
• •introduce viruses, malware, destructive code, or similar threats;
• •circumvent authentication, access controls, security measures, or agreed usage restrictions;
• •scrape or use automated access methods without authorization;
• •probe, scan, exploit, or test vulnerabilities without MYCURE's written authorization;
• •reverse engineer, decompile, disassemble, copy, or create derivative works except where expressly permitted by applicable law or written agreement;
• •use the Services or MYCURE confidential materials to develop a competing service in violation of applicable contractual or intellectual-property rights;
• •use MYCURE CMS as an unauthorized emergency-dispatch or life-critical system; or
• •use the Services in a manner reasonably likely to cause material harm to MYCURE, Customers, patients, users, or third parties.

MYCURE may restrict or suspend access where MYCURE reasonably believes that these requirements have been materially violated or continued use presents a material legal, security, operational, or safety risk.

24. Third-Party Services, Integrations, and Subprocessors

MYCURE CMS may interact with third-party systems.

These may include:

• •laboratories;
• •imaging systems;
• •pharmacies;
• •HMO or insurer systems;
• •payment services;
• •communications services;
• •government systems;
• •accounting systems;
• •APIs;
• •Customer infrastructure; and
• •other integrations.

Customer-Selected Services

Where a third party is selected, requested, enabled, or independently controlled by Customer, Customer is responsible for determining whether the integration and associated disclosure or processing are lawful and appropriate.

Third-party services may be subject to separate:

• •terms;
• •fees;
• •privacy notices;
• •availability;
• •security practices; and
• •data-processing arrangements.

MYCURE is not responsible for an independently controlled third-party service except to the extent expressly agreed in writing or required by applicable law.

MYCURE Subprocessors

MYCURE may engage Subprocessors to provide, operate, secure, support, maintain, or recover applicable Services.

Current material Subprocessors are identified at:

https://mycure.md/subprocessors

Not every vendor, software product, library, framework, or business service used by MYCURE is a Subprocessor of Customer Data.

25. Fees, Billing, Taxes, and Renewals

Fees, subscription terms, licensing terms, modules, billing schedules, implementation charges, renewal arrangements, usage limits, and other commercial matters are governed by the applicable:

• •Order Form;
• •proposal;
• •subscription;
• •invoice;
• •pricing arrangement; or
• •written agreement.

Unless otherwise stated in an applicable written agreement or required by law:

• •fees are due according to the applicable billing terms;
• •fees already earned or paid are non-refundable;
• •Customer is responsible for applicable taxes, duties, and government charges;
• •Customer remains responsible for amounts incurred before suspension or termination; and
• •non-payment may result in restriction, suspension, or termination.

MYCURE may change pricing for future purchases, renewals, additional Services, or future subscription periods upon reasonable notice.

A pricing change does not alter fees already committed for a fixed contractual period unless:

• •the applicable agreement permits the change;
• •Customer changes the Service scope;
• •Customer purchases additional functionality or capacity;
• •applicable taxes or government charges change; or
• •the parties otherwise agree.

26. Suspension and Protective Measures

MYCURE may suspend or restrict an account, user, session, integration, feature, or Service where MYCURE reasonably determines that such action is necessary because:

• •fees are materially overdue;
• •these Terms or an applicable agreement have been materially violated;
• •credentials or accounts may be compromised;
• •use creates a material security risk;
• •use creates a material legal or regulatory risk;
• •use threatens the Service or another Customer;
• •use may cause material patient or third-party harm;
• •MYCURE is required to act by law or lawful process;
• •agreed Service limits have been materially exceeded; or
• •an essential third-party dependency becomes unavailable or restricted.

Where reasonably practicable and consistent with the reason for suspension, MYCURE will provide notice.

MYCURE may act without prior notice where reasonably necessary to address an urgent security, legal, safety, fraud, or service-protection concern.

Suspension does not relieve Customer of payment obligations already incurred.

27. Termination

Customer may terminate or discontinue Services according to the applicable subscription, Order Form, plan, or written agreement.

MYCURE may terminate a Customer's Services or applicable agreement where:

• •Customer materially breaches these Terms or an applicable agreement and fails to cure the breach within any applicable cure period;
• •Customer materially fails to pay amounts when due;
• •Customer becomes insolvent or ceases operations;
• •continued provision of the applicable Service becomes unlawful;
• •Customer's use creates an unacceptable material security, legal, operational, or safety risk;
• •MYCURE is required to terminate by lawful process; or
• •MYCURE discontinues the applicable Service, subject to any contractual notice or transition obligations.

Upon termination, Customer's ordinary right to use the terminated Service ends except for any limited access provided for:

• •export;
• •transition;
• •legal compliance;
• •archival services; or
• •another agreed purpose.

28. Data Export, Return, and Post-Termination Processing

Unless a different period is established by an applicable written agreement, following expiration or termination of the active paid Service, Customer will have a period of up to sixty (60) days to request or perform an available export of Customer Data.

During this period, MYCURE may restrict normal operational use while maintaining reasonable access necessary for available export.

Customer is responsible for:

• •requesting or completing export within the applicable period;
• •verifying exported information;
• •maintaining records required for Customer's legal, healthcare, tax, corporate, or professional obligations; and
• •securing exported copies.

After the applicable export period, MYCURE may delete or irreversibly anonymize remaining Customer Data in MYCURE's active control, subject to:

• •an applicable written archival arrangement;
• •ordinary backup rotation;
• •lawful preservation requirements;
• •applicable law; and
• •the applicable Data Processing Agreement or other Customer agreement.

Deletion from active systems may not result in immediate deletion of residual backup copies.

MYCURE is not responsible for Customer's failure to request or complete an available export within the applicable period, except to the extent otherwise required by applicable law or written agreement.

29. Service Changes and Availability

MYCURE may maintain, update, improve, modify, replace, add, reconfigure, or discontinue technologies, features, components, or internal implementations used to provide the Services.

MYCURE does not commit to permanent use of a particular:

• •cloud provider;
• •database;
• •framework;
• •software library;
• •monitoring tool;
• •authentication technology;
• •infrastructure architecture; or
• •other internal technical implementation,

unless expressly stated in an applicable written agreement.

MYCURE may also modify or discontinue functionality where reasonably necessary because of:

• •technical developments;
• •security requirements;
• •legal requirements;
• •third-party changes;
• •operational requirements;
• •product evolution; or
• •commercial considerations.

Where an applicable written agreement requires notice, migration assistance, Customer authorization, or another mechanism for a material change, MYCURE will comply with that agreement.

Unless expressly stated in a separately executed Service Level Agreement, MYCURE does not guarantee uninterrupted availability, a particular uptime percentage, recovery-point objective, recovery-time objective, or restoration time.

30. Intellectual Property

MYCURE and its licensors retain all rights, title, and interest in MYCURE CMS and related:

• •software;
• •source code;
• •object code;
• •technology;
• •architecture;
• •designs;
• •user interfaces;
• •workflows;
• •templates;
• •documentation;
• •methodologies;
• •trademarks;
• •logos;
• •know-how; and
• •other intellectual property.

Subject to these Terms, applicable fees, and any applicable written agreement, MYCURE grants Customer a limited, non-exclusive right to access and use the applicable Services for Customer's authorized internal purposes.

Where an applicable written agreement authorizes a client-hosted installation, the Customer may install and operate the authorized MYCURE CMS components only to the extent permitted by that agreement.

No ownership rights in MYCURE technology are transferred to Customer unless expressly stated in writing.

Except where expressly permitted by applicable law or written agreement, Customer shall not:

• •copy MYCURE software;
• •distribute it;
• •sell or sublicense it;
• •publish source code;
• •reverse engineer it;
• •create unauthorized derivative works; or
• •make MYCURE software available to third parties outside Customer's authorized use.

Third-party and open-source components may be subject to their applicable licenses.

31. Feedback

If Customer or a user voluntarily provides MYCURE with suggestions, ideas, recommendations, or other feedback concerning the Services, MYCURE may use that feedback to develop or improve its products and services without payment or other obligation to the person providing the feedback.

MYCURE will not acquire ownership of Customer Data or Customer confidential information merely because it appears in feedback.

32. Customer Content and Inputs

Customer is responsible for Customer Data and other information submitted through its accounts.

Customer represents that it has the necessary rights, authority, permissions, instructions, or lawful basis to provide and process such information through the Services.

MYCURE is not responsible for determining the:

• •clinical accuracy;
• •factual accuracy;
• •completeness;
• •legality;
• •appropriateness;
• •professional sufficiency; or
• •regulatory sufficiency

of Customer-provided content or instructions, except for obligations independently applicable to MYCURE.

33. Confidentiality

Each party may receive confidential or proprietary information belonging to the other.

Confidential information may include non-public:

• •business information;
• •technical information;
• •financial information;
• •product information;
• •operational information;
• •security information;
• •Customer Data; and
• •other information that reasonably should be understood to be confidential.

Each party shall use reasonable care to protect the other party's confidential information and shall use it only for purposes consistent with the applicable Services and agreements.

Confidentiality obligations do not apply to information that the receiving party can demonstrate:

• •is lawfully public without breach;
• •was already lawfully known without confidentiality restriction;
• •is independently developed without use of the confidential information;
• •is lawfully received from another source without confidentiality restriction; or
• •must be disclosed by applicable law or lawful process.

Where legally permitted and reasonably practicable, a party required to disclose the other party's confidential information may provide notice before disclosure.

34. Beta, Preview, Pilot, and Trial Features

MYCURE may offer:

• •beta;
• •pilot;
• •preview;
• •experimental;
• •trial;
• •early-access; or
• •pre-release

functionality.

Such functionality may be incomplete, unstable, modified, limited, or discontinued.

Unless expressly agreed otherwise in writing, such functionality is provided for evaluation and:

• •may change without notice;
• •may not be suitable for production or regulated use;
• •may not be covered by ordinary Service Level Agreements;
• •may contain defects; and
• •is provided “as is” and “as available” to the maximum extent permitted by law.

MYCURE may impose additional conditions on use of beta or experimental functionality.

35. Disclaimers

To the maximum extent permitted by applicable law and except as expressly provided in an applicable written agreement, the Services are provided “as is” and “as available.”

MYCURE disclaims warranties that may lawfully be disclaimed, including implied warranties of:

• •merchantability;
• •fitness for a particular purpose;
• •title;
• •non-infringement; and
• •uninterrupted or error-free operation.

MYCURE does not warrant that:

• •the Services will always be available;
• •the Services will be error-free;
• •every defect will be corrected;
• •every security incident will be prevented;
• •every vulnerability will be discovered;
• •Customer Data can never be lost or corrupted;
• •every unauthorized access event will be detected;
• •the Services will satisfy every Customer requirement;
• •the Services will comply with every law applicable to every Customer;
• •clinical or administrative outputs will always be accurate or complete;
• •third-party services will remain available; or
• •use of the Services will produce a particular clinical, regulatory, financial, operational, or business result.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

36. Limitation of Liability

To the maximum extent permitted by applicable law, MYCURE shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of:

• •profits;
• •revenues;
• •goodwill;
• •business opportunities;
• •anticipated savings; or
• •business interruption,

arising out of or relating to the Services or these Terms, regardless of the legal theory asserted.

To the maximum extent permitted by applicable law, MYCURE's aggregate liability arising out of or relating to the Services or these Terms shall not exceed the fees paid or payable by the applicable Customer to MYCURE for the affected Services during the three (3) months immediately preceding the event giving rise to the claim.

Where an applicable separately executed written agreement establishes a different liability limitation, the applicable written agreement controls according to its terms.

The foregoing limitations apply to the maximum extent permitted by applicable law even if a remedy fails of its essential purpose.

Nothing in these Terms limits liability to the extent applicable law prohibits such limitation or exclusion.

37. Customer-Caused Claims and Indemnification

To the maximum extent permitted by applicable law and subject to any more specific applicable written agreement, Customer shall defend, indemnify, and hold harmless MYCURE and its affiliates, officers, directors, personnel, contractors, and agents from third-party claims, losses, liabilities, penalties, damages, costs, and reasonable legal fees to the extent arising from:

• •Customer's unlawful collection or processing of information;
• •Customer's violation of applicable law or third-party rights;
• •unlawful or unauthorized Customer instructions;
• •Customer personnel's unauthorized use or disclosure of information;
• •Customer's breach of these Terms;
• •Customer-provided content;
• •clinical, diagnostic, treatment, prescribing, referral, billing, reporting, or patient-care decisions made by Customer or its personnel;
• •credential sharing or Customer's material failure to safeguard Customer-controlled authentication factors;
• •Customer-controlled devices, networks, or infrastructure;
• •Customer-selected third-party integrations;
• •Customer's unauthorized disclosure or export of Customer Data; or
• •another material act or omission within Customer's responsibility.

This Section does not apply to the extent the applicable claim was caused or materially contributed to by MYCURE's breach of these Terms, an applicable written agreement, or applicable law.

Nothing in this Section creates liability beyond what is permitted by applicable law or replaces a more specific indemnification provision contained in an applicable written agreement.

38. Intellectual Property Claims

If MYCURE reasonably determines that the Services have become, or are likely to become, subject to a third-party intellectual-property infringement claim, MYCURE may, at its option:

• •obtain the right for Customer to continue using the affected Service;
• •modify the affected Service;
• •replace the affected Service with reasonably comparable functionality; or
• •terminate the affected Service and provide any refund or other remedy required under the applicable written agreement or applicable law.

MYCURE is not responsible for infringement claims to the extent arising from:

• •Customer Data;
• •Customer instructions;
• •unauthorized Customer modifications;
• •use outside the applicable agreement;
• •combinations with non-MYCURE products or services not provided or required by MYCURE; or
• •continued use after MYCURE provides reasonable notice to discontinue the affected use.

Subject to any applicable written agreement or non-waivable legal requirement, this Section states MYCURE's obligations concerning third-party intellectual-property infringement claims relating to the Services.

39. Government and Legal Requests

MYCURE may preserve, process, or disclose information where required by:

• •applicable law;
• •a lawful court order;
• •a regulatory authority;
• •government process; or
• •another legally binding requirement.

Where legally permitted and reasonably practicable, MYCURE may notify the affected Customer of a request specifically directed to Customer Data so that the Customer may exercise available legal rights.

40. Force Majeure

Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, to the extent caused by events beyond that party's reasonable control.

Such events may include:

• •natural disasters;
• •acts of God;
• •war;
• •terrorism;
• •civil unrest;
• •widespread labor disputes;
• •government action;
• •epidemics or pandemics;
• •widespread power failures;
• •internet or telecommunications failures;
• •material cyberattacks;
• •major cloud or infrastructure-provider failures; or
• •other comparable events beyond reasonable control.

The affected party remains responsible for taking reasonable measures appropriate to the circumstances to resume performance.

41. Assignment

Customer may not assign these Terms or transfer its rights or obligations under them without MYCURE's prior written consent, except where an applicable written agreement expressly permits assignment.

MYCURE may assign or transfer these Terms in connection with:

• •a merger;
• •acquisition;
• •corporate reorganization;
• •sale of substantially all relevant assets;
• •change of control; or
• •operation of law.

Any assignment remains subject to rights that cannot lawfully be transferred or restricted.

42. Changes to These Terms

MYCURE may update these Terms prospectively from time to time to reflect:

• •Service changes;
• •technology changes;
• •security requirements;
• •legal or regulatory developments;
• •operational requirements; or
• •legitimate business requirements.

The current version will be posted at:

https://mycure.md/terms-and-conditions

Where MYCURE makes a material change, MYCURE will provide reasonable notice using a mechanism appropriate to the applicable Customer relationship, which may include:

• •email;
• •in-Service notice;
• •website notice; or
• •another reasonable electronic mechanism.

Changes take effect on the stated effective date.

Where permitted by the applicable agreement and applicable law, continued use of the Services after the stated effective date may constitute acceptance of updated Terms.

An online update to these Terms does not by itself:

• •retroactively alter obligations;
• •override a separately executed written agreement;
• •alter specifically negotiated commercial terms during an existing fixed term;
• •materially diminish protections specifically established for Customer Data in an applicable written Data Processing Agreement or similar agreement; or
• •alter a provision where applicable law requires a different amendment or acceptance mechanism.

Where a separately executed agreement requires mutual written amendment for a particular matter, that requirement controls.

43. Governing Law and Dispute Resolution

Unless otherwise stated in an applicable separately executed written agreement, these Terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-law principles.

Unless otherwise stated in a separately executed written agreement, disputes arising out of or relating to these Terms or the Services shall be brought in the proper courts of Quezon City, Philippines.

Nothing in these Terms restricts rights, jurisdiction, remedies, or protections that cannot lawfully be waived or contractually restricted.

44. Notices

MYCURE may provide operational, contractual, security, or other notices through:

• •email;
• •in-Service notification;
• •website publication; or
• •another reasonable mechanism appropriate to the matter.

Customer is responsible for maintaining current account, billing, administrator, privacy, and security contact information.

Where an applicable written agreement specifies a notice method or address, that agreement controls for notices subject to that provision.

Privacy and security communications to MYCURE may be sent to:

privacy@mycure.md

45. Entire Agreement

These Terms, together with applicable:

• •Order Forms;
• •proposals or subscriptions expressly incorporated into the agreement;
• •written Customer agreements;
• •addenda;
• •Privacy Notice;
• •Security Overview;
• •Subprocessor provisions; and
• •other policies validly incorporated under these Terms

constitute the applicable agreement concerning the Services to the extent provided in those documents.

A separately executed written agreement controls over these general Terms for the specific subject matter addressed by that agreement.

46. Severability

If a provision of these Terms is held invalid or unenforceable, it shall be modified or limited to the minimum extent necessary to make it enforceable where permitted.

If modification is not possible, the affected provision shall be severed.

The remaining provisions continue in effect to the maximum extent permitted by law.

47. No Waiver

Failure by either party to enforce a provision on one occasion does not waive the right to enforce that provision later.

A waiver of a contractual right must be given through a legally valid mechanism by the party granting the waiver.

48. Contact Information

Questions concerning these Terms may be directed to:

Team OPS Inc. dba MYCURE
201 Malayan Plaza
ADB Avenue corner Opal Road
Ortigas Business Center
Pasig City, Philippines 1600

For privacy, data-protection, or security matters:

Privacy & Security Contact
privacy@mycure.md

49. Acknowledgment

By accessing or using the Services through a mechanism that validly binds you to these Terms, you acknowledge that you have read and understood these Terms and agree to be bound by them.

If you do not agree to these Terms, you must not access or use the Services except to the extent necessary to exercise an applicable termination, transition, export, or other right under an existing agreement.

Related Resources

Privacy Notice
https://mycure.md/privacy-policy

Terms of Service
https://mycure.md/terms-and-conditions

Security Overview
https://mycure.md/security-overview

Subprocessor List
https://mycure.md/subprocessors