Terms of Service

This is a Physician Services Agreement (the “Agreement”) to be entered into by you (“Physician”) and MEDIFI Medtech Solutions (USA) Limited (“Medifi”), a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, United States of America, with principal address at 1101 Mission Street, San Francisco, CA 94103 (“Provider”).

By checking the box provided for you during Physician registration, you hereby agree to abide by the terms and conditions of this Physician Services Agreement. You warrant that you are a duly licensed and registered physician engaged in the practice of medicine in your applicable jurisdiction.

A breach or violation of any of the terms of this Agreement will result in an immediate termination of your access to our telemedicine platform. You, Physician, may not use our services for any illegal or unauthorized purpose nor may you, in the use of our services, violate any laws of the Republic of the Philippines or the laws of the applicable jurisdiction (including but not limited to copyright laws).

All throughout this Agreement, Provider and Physician may each be referred to herein individually as a “Party” and, collectively, the “Parties.”

Provider is a corporation formed for the purpose of facilitating duly licensed Physicians to offer telehealth services to the End-User via its web and mobile-based telemedicine platform (the “Platform”). Physician is a duly licensed physician who desires to provide Telehealth Services via the Provider’s Platform as an independent contractor of the Provider. Physician desires to engage the Provider to facilitate certain non-medical aspects of the provision of the Telehealth Services, upon the terms and conditions set forth in this Agreement.

I. Definition of Terms

1.1 “Consultation” shall mean any open Telehealth consultation by an End-User received and accepted by the Physician through the Platform.

1.2 “End-User” or “Users” are persons who use the Provider’s Platform to request medical, diagnostics, laboratory, medicine delivery, telehealth service, or any other on-demand services (the “Services”).

1.3 “Electronic Medical Record (EMR)” refers to a computerized medical record used to capture, store, and share information of a patient between healthcare providers in an institution or organization.

1.4 “Electronic Prescription” (ePrescription) refers to either (a) optical electronic data (captured image in pdf, jpeg, or other photo file format) issued by or made by a licensed physician which is generated, sent, received or stored through email and messaging applications or (b) a complete medical prescription with date, generic name and strength and dosage form and total amount of each prescribed drug, and directions issued by a physician to a patient, sent from a mobile number under the possession and control of the physician or his/her hospital or clinic as shall be authenticated by the local pharmacy.

1.5 “Log-In Credentials” shall mean a user specific identification method which may include a personal username, email address, and/or password used to access the Platform for Physicians.

1.6 “Healthcare Providers” refer to any of the following –

1.6,.1 “Physician” refers to all individuals authorized by law or by the appropriate regulatory body to practice medicine in their applicable jurisdiction(s)”;

1.6.2 “Health facility” refers to a public or private facility or institution devoted primarily to the provision of services for health promotion, prevention, diagnosis, treatment, rehabilitation and palliation of individuals suffering from illness, disease, injury, disability, or deformity, or in need of medical and nursing care.

1.7 “Processing” refers to any operation or any set of operations performed upon a patient’s data including, but not limited to, the collection, recording, organization, storage, updating or modification, extraction, retrieval, consultation, use, consolidation, blocking, submission, erasure or destruction of data.

1.8 “Telehealth” refers to the practice of medicine by means of electronic and telecommunications technologies such as phone call, chat, or short messaging service (SMS), audio- and video-conferencing to deliver healthcare at a distance between a patient at an originating site, and a physician at a distant site.

1.9 “Telemedicine Providers” refer to any telemedicine platform developer or service provider who support telemedicine consultation.

2. Scope of Services

2.1 Physician Services and Obligations

2.1.1 Telehealth Services.

2.1.1.1 During the Term (as defined in below), Physician shall provide the Telehealth Services via the Platform pursuant to the terms and subject to the conditions set forth in this Agreement and in accordance with the policies and procedures of the Platform, as the Provider may amend the same from time to time upon prior notice to the Physician.

2.1.1.2 In providing Telehealth Services, Physician shall follow the standards of practice of medicine as defined under applicable laws and regulations which, with respect to Philippine-licensed physicians, may include Republic Act 2382 or The Medical Act of 1959 and its Implementing Rules and Regulations, the Philippine Medical Association Code of Ethics and other applicable policies and guidelines, taking into account the absence of a physical contact. Physician shall uphold the same standards of care as in a face-to-face consultation but within the intrinsic limits of telemedicine.

2.1.2 Upon receipt and acceptance of the Physician of a Consultation request through the Platform, the Physician shall ensure that the Consultation shall be completed and the Physician shall accordingly tag such Consultation as completed.

2.1.3 Standards of Performance. Physician shall render the Telehealth Services in conformity with the applicable standard of care and in material compliance with all applicable statutes, regulations, rules, orders, and directives of any and all applicable governmental and regulatory bodies having competent jurisdiction, and the execution of the Telehealth Services shall aim to serve the best interest of End-User.

2.1.4 Physician Responsibilities.

2.1.4.1 All decisions and judgments relating to the practice of medicine shall be Physician’s sole responsibility. Nothing in this Agreement shall be interpreted to dictate, modify, or influence the Physician’s practice of medicine, or his/her delivery of direct patient care or independent judgment in the practice of medicine. Physician shall have complete control over the diagnosis and treatment of End-Users and the Provider shall neither exercise nor attempt to exercise any supervision or control over the individual treatment of Physician’s patients. Physician must independently decide whether to utilize the Platform or any other telemedicine technology with respect to any patient.

2.1.4.2 Physician shall keep records of all EMRs, electronic clinical abstracts/consultation summaries, prescriptions and/or referral forms for each End-User as required by applicable laws.

2.1.4.3 Physician shall at all times comply with current rules and guidelines in relation to the Telehealth Service in the jurisdiction(s) which is (are) concerned with the Physician’s medical practice, including, but not limited to any guidelines or issuances on ePrescription as issued by the Food and Drug Administration (“FDA”) and other relevant government agencies in jurisdictions which are concerned with the Physician’s practice of medicine

2.1.4.4 The patient-physician relationship shall be founded on mutual trust and respect in which they both identify themselves reliably during a telemedicine consultation. Physician shall ensure that his/her Professional Information on the Platform are accurate and current.

2.1.4.5 Physician shall inform the End-User that emergencies and/or serious medical conditions should not be managed via telemedicine. In such situations, the Physician shall refer the End-User to a Health Facility.

2.1.4.6 Physician shall uphold the data privacy rights of the End-User under applicable data privacy laws of concerned jurisdictions, including Republic Act 10173, or the “Data Privacy Act of 2012” of the Philippines, and shall provide the mechanisms for the End-User’s effective exercise of their rights. Physician shall implement the minimum organizational, physical and technical security standards and measures to secure EMRs and personal information he/she receives pursuant to this Agreement as set concerned agencies and jurisdictions.

2.1.4.7 Physician may issue documents such as clinical abstract, consultation summary, and/or referral form, when applicable and/or requested by the End-User via electronic means. The documents shall be transmitted via email or any acceptable modes under applicable law, including Republic Act 8792, or the “Electronic Commerce Act of 2000,” and must contain the following –

2.1.4.7.1 Patient Information (Name, Age, Birthdate, Sex, Address)

2.1.4.7.2 Brief Clinical History and Physical Examination (i.e., notes from inspection by video camera, if applicable)

2.1.4.7.3 Travel and Exposure History, if applicable

2.1.4.7.4 Diagnosis/Assessment

2.1.4.7.5 Plan of Management

2.1.4.8 Physician shall ensure that all electronic clinical abstracts, consultation summaries, prescriptions, and referral forms shall be in a form that will be recognized and deemed equivalent for all intents and purposes by other Healthcare Providers.

2.1.5 Physician shall ensure the security of his/her Log-In Credentials to use the Platform. Physician shall not allow any other person to use the Platform using his/her Log-In Credentials. The Physician shall be liable to any End-User and Provider for any and all damages, direct or indirect, arising from the unauthorized use of his/her Log-In credentials.

2.1.6 Webside Manner. During his/her Telehealth Service consultation, Physician shall maintain the appropriate bedside manner expected from him/her including the use of professional attire, maintaining proper etiquette, empathy, and communication.

2.1.7 Physician warrants that he/she exercised his/her professional autonomy and discretion in entering into this Agreement with the Provider to offer his/her Telehealth Services through the Provider’s Platform, taking into account what is appropriate and adequate in the delivery of proper care and as provided by existing laws and regulations on privacy and data protection, among others.

2.2 Provider Services

Directly or indirectly through its agents, the Provider shall furnish the administrative and technical services necessary for Physician’s provision of Telehealth Services, including, but not limited to: (i) operating, maintaining, developing, upgrading, or modifying the Platform and related technical services; (ii) hosting the Platform website located at www.medifi.com or such other web address determined by the Provider from time to time (the “Site”) so that the Platform is accessible by Physician and his or her patients; and (iii) other such administrative services described in this Agreement (collectively, the “Provider Services”).

3. Terms of Payment

3.1 Medifi Software Service Fees. The Provider shall be entitled to retain as a Software Service Fee twenty percent (20%) of the agreed Physician’s Professional Fee to the End-User as payment for the utilization of the Platform and other services rendered such as but not limited to maintenance, promotions, marketing, and advertising the said Platform for use. The Software Service Fees shall be retained by the Provider on a semi-monthly basis prior to pay-out to the Physician as provided in Section 3 of this Agreement.

3.2 Billing and Collecting Fees. The Provider shall bill for and collect all fees from the End-Users who availed the Telehealth Services rendered in the Platform. The Physician shall provide, in a timely manner or upon demand of the End-User, any document that the Provider may reasonably request to accomplish as proof of payment of the End-User including, but not limited to, official receipts issued in the name of the End-User. The Physician shall furnish a copy of official receipts which he/she has issued to patients, to the Provider, for proper accounting and record-keeping purposes within five (5) days from the Cut-Off period.

3.3 Settlement Schedule.

3.3.1 The Provider shall consolidate the fees collected on behalf of the Physician for any Telehealth Services rendered by the Physician through the Platform. The Physician shall receive the agreed Professional Fee every 15th and 30th/31st of each month (“Cut-off Period”), subject to adjustments based on reasonable delay, at the sole discretion of the Provider. The fees per Cut-off Period shall only include Consultation fee that have been tagged as completed/service rendered in the Platform and which have been duly paid for by the End-User.

3.3.2 The Provider shall provide the Physician with a settlement report within 3-5 working days from the end of each cut-off period.

3.3.3 Provider shall remit the amount due to the Physician net of the Medifi Software Service Fee and any applicable fees incurred in order to process the remittance using the payment preference method identified by the Physician on the Platform.

3.3.4 Taxes. The Physician shall be responsible to report any and all income received pursuant to this Agreement and pay the necessary taxes and fees in accordance with the local tax laws and regulations, as may be applicable. Provider has no duty to calculate, withhold, disclose, report, or remit to the appropriate taxing authorities or anyone else, any national or local taxes that may be required to be calculated, withheld, disclosed, reported, or remitted with respect to the Telehealth Services offered by Physician, except to the extent such duties are required by law to be performed by Provider. Physician shall defend and indemnify Provider and hold the Provider harmless from and against any claim (including attorneys’ fees and costs) for any tax liability which the Provider might incur as a result of Physician’s Telehealth Services.

4. Term of Agreement and Termination

4.1 Term of Agreement. This Agreement shall become effective as of the date of signing and shall remain effective for a period of one (1) year from the date of signing (the “Effective Period”) and shall continue to remain in force and effect unless otherwise terminated by either Party in accordance with the terms of this Agreement.

4.2 Termination Without Cause. Either Party may terminate this Agreement without cause within thirty (30) calendar days from prior written notice to the other Party.

4.3 Termination for Cause. A party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) calendar days from receipt of notice and demand from the aggrieved party to cure such breach.

4.4 Automatic Termination. Notwithstanding the foregoing provisions, this Agreement shall be immediately terminated upon notice made by the Provider to the Physician, upon the occurrence of any of the following events, each of which shall constitute a ground for Automatic Termination:

4.4.1 Physician’s license to practice medicine is suspended, revoked, forfeited, or restricted in anyway;

4.4.2 Physician is found by a court, tribunal, or regulatory body of competent jurisdiction of negligence, medical malpractice, or other such similar claims, arising from the performance of the Telehealth Services hereunder; provided, however, that the Physician’s decision to settle such litigation shall also be cause for immediate termination;

4.4.3 Physician is convicted of or pleads guilty to any offense related to the rendering of healthcare services;

4.4.4 Physician is charged with any crime involving moral turpitude; or

4.4.5 Physician, in Provider’s sole judgment, engages in any negligent, reckless, or willful conduct that causes, or has the potential to cause, harm to the Provider’s reputation or business.

4.5 Automatic Suspension. The Physician’s account shall be automatically suspended if Physician has been inactive on the Platform for a period of one hundred twenty (120) days.

4.6 Neither party shall be released or discharged from any obligation, debt or liability that has previously accrued or been incurred and remains to be performed upon the date of termination or expiration. Any sums of money owing by one party to the other shall be paid within thirty (30) calendar days following the termination or expiration of the Agreement.

4.7 Physician shall return to the provider any and all property and proprietary and Confidential Information received from the Provider. Physician shall immediately cease using any passwords or other information provided by the Provider to access the Platform or any other system adopted or developed by Provider.

4.8 All provisions which are expressly intended to survive this Agreement shall remain in full force and effect for such period as may be agreed upon by the Parties.

5. Force Majeure

5.1 Neither Party shall be held liable for any default or delay in the performance of its obligations under this Agreement to the extent that such default or delay is caused, directly or indirectly, by Force Majeure; provided that, such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the defaulting Party through the use of alternate sources, work-around plans or other means and that such non-performing Party is not guilty of any act or omission that contributed to the aggravation of the damage caused by Force Majeure.

5.2 In case of Force Majeure, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and provided such Party continues to exert commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance shall immediately notify the other and describe in a reasonable level of detail the circumstances causing such delay. Each Party agrees to take all reasonable steps to minimize the impact of a Force Majeure event.

5.3 For purposes of this Agreement, Force Majeure shall refer to such circumstances beyond the control of the defaulting Party, including but not limited to, issuance of any law, order or regulation by any court, office or agency of competent authority, strikes, lockouts, insurrection, riots, national emergencies, an outbreak of a pandemic disease, war, acts of public enemies, fire, floods, typhoons or other calamities, catastrophes, or acts of God.

6. Warranties

6.1 Warranties of Physician.

6.1.1 Physician is and shall remain during the Term a duly-licensed and registered physician, engaged in the practice of medicine, possessing full power and authority to conduct the business in which he/she engages.

6.1.2 Physician, as an independent contractor, shall secure all the necessary permits and/or licenses as may be required by relevant government agencies of concerned jurisdictions, including the Department of Health of the Philippines, so he/she may offer and provide Telehealth Services.

6.1.3 Physician has full power and authority to execute and deliver this Agreement, to engage in the transactions contemplated by this Agreement, and to perform his/her obligations under this Agreement. Upon its execution, this Agreement shall constitute a valid and binding obligation on the part of Physician, enforceable in accordance with its terms.

6.1.4 The consummation of the transactions contemplated by this Agreement will not result in a breach of the terms, provisions, or conditions of or constitute a default under any agreement to which Physician is a party or by which Physician is bound, or, to the best knowledge of Physician, constitute a violation of any applicable law or regulation.

6.1.5 Physician is not charged with nor party to any offense involving professional liability or professional disciplinary actions.

6.1.6 To the best of his/her knowledge, no hospital where physician has privileges or professional ties is taking or contemplates taking any action to limit, revoke, or otherwise adversely affect his/her privileges.

6.1.7 Physician has not been charged or convicted of an offense or of any act involving immoral or dishonorable conduct or moral turpitude, as defined under applicable law and jurisprudence.

6.1.8 Physician shall at all times comply with applicable terms of use and standards as may be issued and set by Provider from time to time.

6.1.9 Physician understands that any incident of breach of this Section shall give the Provider the right to remove Physician’s access to the Provider’s Platform at any time without notice to Physician. Physician shall remain liable for the payment of Service Fees and any applicable fees due to Provider.

6.1.10 Physician warrants that he/she shall not engage, directly or indirectly, in an activity that is prejudicial to the interests of the Provider including, but not limited to -

6.1.10.1 solicit or encourage any End-User to use a competing and/or similar platform and/or leave/cease using Provider’s Platform;

6.1.10.2 discourage any person, including users and other physicians, from using the Provider’s platform;

6.1.10.3 divert or attempt to divert any business from the Provider;

6.1.10.4 interfere with the business relationships between the Provider and any of its End-Users, physicians, suppliers, or others with whom it has existing business relationships;

6.1.10.5 discouraging or interfering with any person from entering into any business relationship with the Provider;

6.1.10.6 solicit or induce, or enter into or participate in any plan or arrangement to cause any person or entity from using the Platform or entering into any business relationship with the Provider; or

6.1.10.7 otherwise call on, solicit, or service any End-User, physician, supplier, licensee, licensor, lessor or other business relation of the Provider or any of its affiliates (including any person that was a customer or supplier or other potential or prospective business relation of the Provider or any of its affiliates at any time), induce or attempt to induce such person to cease doing business with the Provider or any of its affiliates, or in any way interfere with the relationship between any such End-User, physician, supplier, licensee, business relation, or other potential or prospective business relation and the Provider or any of its affiliates (including making any negative statements or communications about the Provider or any of its affiliates or any of their respective stockholders, directors, officers or employees).

6.1.11 Physician agrees that, unless otherwise required by law or permitted under this Agreement, he/she will not directly or indirectly, on his/her behalf or in the service or on behalf of any competing platform or similar entity, in any capacity induce or attempt to induce any End-User to interfere in any manner with the End-User’s use of the Provider’s Platform.

6.1.12 Upon acceptance of the Physician of a Consultation, the Physician warrants that he/she shall complete the Consultation on the Provider’s Platform. For any Consultation tagged as Active or Open, the Physician agrees not endorse or encourage an End-user to move such Active or Open Consultation to a different and/or competing teleconsult platform or facility unless required by law or allowed by this Agreement.

6.1.13 Physican represents and warrants that: (i) he/she owns any content posted by him/her on or through the Platform or otherwise have the right to grant the license set forth in this section, (ii) the posting and use of his/her content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and (iii) the posting of content on the Platform does not result in a breach of contract between you and a third party. The Platform contains content of other users (physicians and/or end-users), except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Platform.

6.1.14 To the fullest extent permitted by law, the Physician shall indemnify, defend, and hold harmless Provider, its officers, employees, agents, consultants, and employees, from and against claims, damages, losses and expenses, including but not limited to attorney’s fees, arising out of or resulting from Physician’s performance of the Telehealth Service. Such obligation shall not be construed to negate, abridge, or reduce obligations of indemnity which would otherwise exist as to Provider.

6.2 Warranties of Provider.

6.2.1 Provider is and shall remain during the Effective Period a corporation duly organized, validly existing, and in good standing, and possessing full power and authority to conduct the business in which it engages.

6.2.2 Provider has full power and authority to execute and deliver this Agreement, to engage in the transactions contemplated by this Agreement, and to perform its obligations under this Agreement. Upon its execution, this Agreement shall constitute a valid and binding obligation of Provider, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, or other similar laws affecting generally the rights of creditors and by principles of equity. The party executing this Agreement on behalf of the Provider is duly authorized to do so.

6.2.3 The consummation of the transactions contemplated by this Agreement will not result in a breach of the terms, provisions, or conditions of or constitute a default under any agreement to which Provider is a party or by which it is bound, or, to the best knowledge of Provider, constitute a violation of any applicable law or regulation.

6.2.4 Provider shall rely on the warranties and representations of the Physician regarding the latter’s abilities, good standing, education, certifications, and other qualifications. Provider has no obligation to ascertain and provides no warranties or guarantees, express or implied, on the veracity and truthfulness of Physician’s representations.

7. Background Checks

Provider may conduct an industry standard background check and all sound screening practices of the Physician at any time. Provider may review any past Teleconsultation Service provided by Physician on the Platform to ensure that Physician complies with this Agreement, Provider’s terms, standards, and industry practices. If Provider determines in its sole discretion that a Physician does not meet the applicable acceptance criteria, Provider may at any time remove Physician’s access to the Platform without need of prior notice. Provider shall not be liable for any kind of damage to Physician or any third-party due to the removal of Physician’s access to the Platform under this Section.

8. Confidentiality

8.1 Confidential Information. For purposes of this Agreement, “Confidential Information” shall pertain to any Information, know-how, data, process, technique, program, design, formula, trade secret, work in progress, engineering, marketing, financial or personal matter, or sales, supplier, customer, employee, investor, or business information, or the like, whether in oral, written, graphic, magnetic or electronic, or other form, that is learned by or disclosed in the course of the engagement provided that the same is either conspicuously marked “confidential”, or is of confidential in nature, and that it is made in the course of discussions or other work undertaken.

8.2 Physician shall maintain all such Confidential Information in strict secrecy and shall not divulge such information to any third parties, except as may be necessary for the discharge of Physician’s obligations under this Agreement or as required by law. Physician shall take all necessary and proper precautions against disclosure of any Confidential Information to unauthorized persons. The affected End-Users not party to this Agreement are hereby specifically made third party beneficiaries of this Section, with the power to enforce the provisions hereof. Upon termination of this Agreement for any reason, Physician shall cease all use of any of the Confidential Information and, at the request of the Provider, shall execute such documents as may be necessary to evidence Physician’s abandonment of any claim thereto.

9. Data Privacy Compliance.

9.1 “Personal information” refers to any information whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly and certainly identify an End-User.

9.2 “Sensitive personal information” refers to personal information:

(1) About an End-User’s race, ethnic origin, marital status, age, color, and religious, philosophical or political affiliations;

(2) About an End-User’s health, education, genetic or sexual life of a person, or to any proceeding for any offense committed or alleged to have been committed by such person, the disposal of such proceedings, or the sentence of any court in such proceedings;

(3) Issued by government agencies peculiar to an individual which includes, but not limited to, social security numbers, previous or current health records, licenses or its denials, suspension or revocation, and tax returns; and

(4) Specifically established by an executive order or an act of the legislature of a concerned jurisdiction to be kept classified.

9.3 Physician shall at all times, ensure that End-User’s confidentiality, privacy, and data integrity are not compromised. He/She shall maintain an information or application system that can securely store and/or process End-Users’ data according to established rules and regulations on confidentiality, privacy, and data integrity and other applicable laws.

9.4 Physician shall ensure that he/she will secure the End-User’s consent and authorization for any audio and/or visual recording of a Telehealth Consultation in compliance with Philippine data privacy laws and regulations.

9.5 Injunctive Relief. The Parties recognize that, in the event Physician breaches the covenants contained in this Section, legal remedies will not suffice to make Provider whole. Provider will therefore be entitled to seek injunctive or other equitable reliefs to prevent Physician from rendering professional services in breach of the covenants contained in this Section. The remedies provided above are not exclusive, but are in addition to all other remedies, whether in law or in equity, Provider may have against Physician for breach of the covenants contained in this Section.

1. Business Records

10.1 Ownership of and Access to Business Records.

10.2 At all times during and after the Term of this Agreement, all business records, including but not limited to business agreements, books of accounts, general administrative records and all information generated or created by Provider in connection with this Agreement, operation of the Platform, and other business information of any kind or nature, except for patient medical records, shall be and remain the sole property of Provider; provided that, after the termination of this Agreement for any reason, Physician shall be entitled to reasonable access to such records and information, including the right to obtain copies thereof at his/her cost, for any purpose related to patient care, the defense of any claim relating to patient care, or as permitted under the law.

10.3 Each Party shall be entitled, upon request and with reasonable advance notice, to obtain access to all records of the other party directly related to the performance of such party’s obligations pursuant to this Agreement; provided, however, that such right shall not allow for access to records that must necessarily be kept confidential as determined by Provider in its sole discretion. Either party, at its expense, shall have the right to make copies of any records to which it has access pursuant to this Section.

10.4 Confidentiality of Records. Physician and Provider shall adopt procedures for maintaining the confidentiality of records relating to the operations of Physician and Provider, including but not limited to all statistical, financial and personnel data related to the operations of Physician or Provider, which information is not otherwise available to third parties publicly or by law, and shall comply with all applicable laws and regulations relating to such records. End-User’s medical records and other privileged End-User information shall not be disclosed or utilized by Provider or Physician or their agents or employees except as required or permitted by applicable laws and regulations.

1. Intellectual Property

11.1 Ownership of all Intellectual Property rights shall vest in and remain with Provider. Except as specifically provided in this Agreement, Provider does not grant Physician any right, title, license, or interest in or to any of the Provider’s intellectual property rights, including, but not limited to, any software or documentation, or in any related patents, copyrights, trade secrets, or other proprietary intellectual property. Physician shall acquire no rights of any kind in or to any Provider trademark, service mark, trade name, logo or product or service designation under which Provider products or services were or are marketed (whether or not registered) and shall not use the same for any reason except as expressly authorized in writing by Provider prior to such use, but in no event for a period longer than the Effective Period of this Agreement.

11.2 Notwithstanding the foregoing, Provider shall license to Physician only such use of the Platform as are directly and unavoidably required by Physician to provide the Telehealth Services for the Term of this Agreement.

11.3 Any license granted under this Section shall be non-transferable, non-sublicensable, non-exclusive and royalty-free and shall be limited to the Effective Period in respect of the Telehealth Services to which the license relates and shall be granted only for the purpose of fulfilling the respective Party’s rights and obligations under this Agreement.

11.4 Physician shall not reverse engineer, decompile or disassemble any software comprised in the Provider’s Intellectual Property and Rights relating thereto.

1. Limitation of Liability

12.1 Except for liabilities subject to the indemnity provisions of this Agreement or breach of the obligations set out in this Agreement, under no circumstances will either Party be liable to the other Party in any manner, under any theory of liability, whether in contract, tort, or any other theory, for any loss of profits or indirect, incidental, consequential, special, punitive, or exemplary damages arising from the subject matter of this Agreement. This liability limitation applies even if the other Party has been advised of the possibility of such damages, including, but not limited to, loss of revenue, anticipated profits or lost business, and even if the damages were not reasonably foreseeable; provided, however, that the foregoing shall not be interpreted to limit indemnification for any damages assessed in favor of a Third Party in connection with a third party claim against an indemnified party to the extent the indemnified party is otherwise entitled to indemnification hereunder.

12.2 Notwithstanding anything in this Agreement to the contrary, Provider’s aggregate liability to Physician under this Agreement, whether arising in tort, contract, or otherwise, for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including, without limitation, damages for lost revenue, profit, or business arising out of or relating to this Agreement, shall be limited to the aggregate amount of fees actually paid by Physician to Provider under this Agreement during the six (6) month period preceding the event first giving rise to the claim(s) upon which such liability is asserted.

1. Indemnity

13.1 Physician, at his own expense, shall indemnify, defend, and hold harmless the Provider, and its respective employees, officers, directors, from and against losses, damages, liabilities, settlements, costs and expenses directly arising out of any claim, demand, suit, action, or proceeding initiated by a Third Party after a final verdict, directly arising out of: (a) a direct breach by Physician of this Agreement or any representation, warranty, and/or covenant made by Physician, (b) Telehealth Services provided by Physician under this Agreement, or (c) an allegation that the services or content provided by the Physician to its patients violates any local or foreign law, rule or regulation.

13.2 Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action or proceeding (each, an “Action”) by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

1. Relationship of the Parties

14.1 Independent Contractor Status. In the performance of this Agreement, it is mutually understood and agreed that each Party is at all times acting and performing as an independent contractor with respect to the other and that no relationship of agency, partnership, joint venture or employment is created by this Agreement. Nothing in this Agreement shall create, or be construed to create, any relationship between Physician and Provider other than that of an independent contractor. Subject to the terms set forth under this Agreement, Provider shall not control, nor attempt to control, nor is qualified to control the independent medical judgment of Physician. Physician shall be solely responsible at all times for the method, manner and/or means of performing the Telehealth Services under this Agreement. Neither Party will act or communicate in a manner that would lead a reasonable person to believe that it was the agent, servant, or employee of the other.

14.2 Physician is an independent contractor solely responsible for the manner and hours in which the Telehealth Services are performed, is solely responsible for all taxes, withholdings and other statutory, regulatory, or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, unemployment compensation coverage, and income taxes), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of Provider or its Affiliates.

1. Disclaimers

15.1 Provider does not warrant that access to or use of the Platform will be uninterrupted or error-free or that defects in the site will be remedied in a timely manner. The Platform, the site, and any content or information contained therein are provided “as is” and on an “as available” basis with all faults, with no representations or warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and title/noninfringement.

15.2 Physician acknowledges that in connection with Physician’s performance of the Telehealth Services, electronic information and data will be sent over various facilities and communication lines, and information may be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, the “Carrier Lines”) owned, maintained, and serviced by third-party carriers, utilities, and internet service providers, all of which are beyond Provider’s control. Provider assumes no liability for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages (including, without limitation, those resulting from lost profits, lost data, or business interruption) arising out of or related in any way to any delay, failure, interruption, or interference with the transmission of data and/or information via the Carrier Lines.

1. Dispute Resolution

16.1 Governing Law. The validity, construction, interpretation, and enforceability of this Agreement shall be determined and governed by the laws of the Philippines without regard to its principles regarding conflict of law.

16.2 Dispute Resolution. In the event of any dispute, controversy or claim arising from or relating to this Agreement, or the interpretation hereof, or any arrangements relating hereto or contemplated herein, or the breach, termination or invalidity hereof, the Parties agree to exert reasonable efforts to amicably resolve or reconcile the dispute within fifteen (15) calendar days from the date that either Party received a written notice from the other Party of such dispute. If the Parties fail to arrive at an agreement within the said period, they shall refer the dispute to the proper court of Makati City, Philippines, to the exclusion of all others courts of equal and competent jurisdiction. With respect to physicians licensed under Philippine laws, this provision shall not be construed to waive Provider’s rights to file the applicable administrative complaint against Physician with the Professional Regulation Commission (“PRC”).

16.3 The sole right of Physician as to any breach hereunder committed by Provider shall be the recovery of money damages, if any, and the rights herein granted by Physician shall not terminate by reason of such breach. In no event may Physician obtain injunctive or other equitable relief with respect to any breach of Provider’s obligations hereunder.

1. Miscellaneous

17.1 Assignment. The Physician shall not be entitled to transfer or assign, partially or entirely, any of his/her rights or obligations under this Agreement to another person without prior written consent of the Provider. This Agreement shall be binding upon the Parties, their successors and permitted assigns. The Physician shall not subcontract any of his/her obligations under this Agreement without the written consent of the Provider.

17.2 Non-Exclusivity. This Agreement shall be non-exclusive, and shall not impair or impede the right of the Provider to enter into contracts with other independent contractors in the same industry as the Physician.

17.3 Notices. All notices permitted or required by this Agreement shall be made in writing through the following -

17.4 Waiver. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement must be made in writing to be effective. Failure, neglect or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed as a waiver of the Party’s rights or remedies under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the Party’s right to take subsequent action. Exercise or enforcement by either Party of any right or remedy under this Agreement will not preclude the enforcement by the Party of any other right or remedy under this Agreement or that the Party is entitled by law or equity to enforce. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies.

17.5 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, made between the parties with respect to said subject matter. This Agreement shall not be modified or amended except by a written document signed by a duly authorized officer of the Parties.

Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable present or future law, the Parties hereto shall substitute a legal, valid and enforceable provision for such provision. To the extent possible, the replacement provision shall in its economic effect so closely resemble the illegal, invalid or unenforceable provision that it can reasonably be assumed that the Parties would have entered into this Agreement on the basis of the new provision. If such replacement provision cannot be agreed after good faith negotiations and the best efforts of the parties, then the illegal, invalid or unenforceable provision shall be fully severed, and the illegality, invalidity or unenforceability of such provision shall not affect the validity of this Agreement as a whole, unless such provision is of such essential importance for this Agreement that it is to be reasonably assumed that the Parties would not have entered into this Agreement without such provision.