1. Relationship to other terms
This exhibit is incorporated into the Terms of Service. If there is a conflict, the Terms of Service control unless this exhibit expressly states otherwise for liability and indemnification matters.
2. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Prarthana Bhat's total aggregate liability arising out of or relating to the service will not exceed the amounts paid by Customer to CliniqFlow for the service in the twelve (12) months immediately preceding the event giving rise to the claim.
IN NO EVENT WILL CLINIQFLOW BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Excluded claim types
To the maximum extent permitted by law, CliniqFlow is not liable for claims arising from:
- Clinical outcomes, patient harm, or malpractice allegations.
- Reliance on AI-generated or rule-based draft outputs without practitioner review.
- Alleged diagnostic accuracy, completeness, or clinical appropriateness of outputs.
- Customer's failure to obtain consents or comply with applicable healthcare laws.
- Unauthorized access caused by Customer's failure to protect credentials.
- Third-party subprocessors except where mandatory law imposes direct liability on CliniqFlow.
4. Non-waivable exceptions
Nothing in these terms excludes liability that cannot be excluded under applicable law, including liability for gross negligence or willful misconduct where such exclusion is prohibited.
5. Indemnification by Customer
Customer will defend, indemnify, and hold harmless Prarthana Bhat and its personnel from third-party claims arising from:
- Customer data, including patient information submitted to the service.
- Clinical, billing, or operational use of the service by Customer or its users.
- Violation of applicable law, professional standards, or these terms.
- Claims by patients or staff relating to care decisions made by Customer.
CliniqFlow will promptly notify Customer of indemnified claims and cooperate reasonably. Customer may not settle claims imposing non-monetary obligations on CliniqFlow without consent.
6. Survival
Limitation of liability and indemnification obligations survive termination of the agreement.
7. Governing law and disputes
These terms are governed by the laws of India, without regard to conflict-of-law principles, except where mandatory law in the Customer's jurisdiction requires otherwise.
Any dispute arising out of or relating to these terms or the service that cannot be resolved through good-faith negotiation within thirty (30) days will be finally settled by binding arbitration seated in India or Singapore, under the rules of [Arbitration institution — e.g., SIAC or DIAC]. The language of arbitration will be English. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidentiality, or security interests pending arbitration.