Terms & Conditions

This Doctorna Master Policy consolidates the Doctorna Global Terms & Conditions, applicable Service-Specific Terms, and the Global Data Processing Addendum into one master reference document. The specific Parts that apply to a Customer depend on the Services and Entitlements purchased under the applicable Order and Entitlement Record.

PUBLICATION NOTE: This Master Policy is intended to operate as Doctorna's public master contractual framework. Only the Parts and Service-Specific Terms applicable to the Customer's purchased or enabled Entitlements form part of that Customer's Agreement, together with the applicable Order and other documents expressly incorporated under the DGT.

PART I

GLOBAL TERMS & CONDITIONS

DGT-2026.1

These Doctorna Global Terms & Conditions (“Terms”) govern the purchase of, access to and use of software, software-as-a-service, platforms, products, modules, features, subscriptions, packages, add-ons, integrations, APIs, artificial-intelligence capabilities, professional services and other technology services made available by Doctorna.

These Terms are designed to apply across the Doctorna technology ecosystem. The specific Services, Entitlements, quantities, capacities, usage allowances, facilities, users, integrations and other rights purchased by a Customer are determined by the applicable Order and related Entitlement Records.

1. CONTRACTING PARTY AND B2B USE

Unless expressly stated otherwise in an applicable Order, the Services are provided by Doctorna Technology L.L.C., Dubai, United Arab Emirates, Trade License No. 1453751 (“Doctorna”, “we”, “us” or “our”). The person or legal entity purchasing or using the Services is the “Customer”.

The Services are offered for business and professional purposes and are not intended for personal, family or household consumer use.

Only the legal entity identified as the Customer, together with branches, facilities or Affiliates expressly included in an applicable Order or Entitlement Record, is entitled to use the purchased Services. No parent company, subsidiary, sister company, Affiliate, branch, facility or other person becomes a contracting party or obtains Subscription rights merely because it benefits from, accesses or is associated with the Services.

Unless expressly agreed otherwise, each legal entity remains responsible for obtaining its own applicable rights to use the Services.

2. AGREEMENT STRUCTURE

The contractual relationship between Doctorna and the Customer (the “Agreement”) may consist of these Terms; one or more Orders, Order Forms or Purchase Confirmations; applicable Service-Specific Terms; an applicable Statement of Work (“SOW”); the Doctorna Data Processing Addendum (“DPA”); mutually signed amendments; and any other document expressly incorporated into the Agreement.

A “Proposal” is a commercial offer and does not become binding merely because it has been issued by Doctorna. A Proposal becomes binding only to the extent accepted through an authorized contractual or purchasing method recognized under the Agreement.

An “Order” means an accepted Order Form, Purchase Confirmation, website purchase, in-platform purchase, subscription-management transaction, signed commercial document or other authorized purchase, renewal, upgrade, addition or modification of Services or Entitlements.

Multiple Orders may form part of the same Agreement. An additional Order does not require execution of a new master agreement unless Doctorna expressly requires otherwise.

The Agreement applies across the Doctorna ecosystem and is not limited to any single Product. A Customer may purchase any permitted combination of Products, Modules, Features, Add-Ons, Integrations, capacities or other Entitlements under the same Agreement.

3. ORDER OF PRECEDENCE

The documents forming the Agreement are intended to operate together and, where reasonably possible, shall be interpreted consistently.

Where an actual conflict cannot reasonably be reconciled, the more specific document shall control only with respect to the subject matter for which it is intended to apply.

A mutually signed amendment expressly identifying the provision being amended controls the identified provision. An applicable Order controls Customer-specific commercial matters, including purchased Entitlements, quantities, capacities, Fees, discounts, billing cycles, Subscription Start Dates, Commitment Periods and renewal terms. An applicable SOW controls the scope, deliverables, responsibilities and commercial terms of the Professional Services covered by that SOW. The DPA controls matters specifically concerning the processing of Personal Data within its scope. Applicable Service-Specific Terms control matters specifically relating to the Services, Modules, Features, technologies or risk categories to which those terms expressly apply. These Global Terms govern all remaining general matters.

No Order, SOW, DPA, Service-Specific Term, SCC, Regional Addendum or other document shall modify provisions outside its intended subject matter unless it expressly identifies the provision being modified and is authorized to do so under the Agreement.

Terms contained in Customer purchase orders, procurement portals, vendor-registration forms, policies, emails or other Customer documents do not modify or override the Agreement unless expressly accepted in writing by an authorized representative of Doctorna.

4. ACCEPTANCE, AUTHORITY AND ELECTRONIC ORDERS

The Customer may accept the Agreement or an Order by physical or electronic signature; clicking an acceptance checkbox or button; completing an authorized website or in-platform purchase; accepting an Order electronically; making payment where the applicable commercial document reasonably identifies or incorporates the applicable contractual documents; or through another legally valid acceptance mechanism made available by Doctorna.

The Customer is responsible for controlling which individuals receive administrative, billing, purchasing or subscription-management permissions within its Account.

Doctorna may rely on purchases, renewals, upgrades, additions and other transactions submitted through Customer accounts, credentials or roles that the Customer has designated, enabled or reasonably represented as authorized to perform such actions.

An authorized electronic Order, Purchase Confirmation, upgrade, Add-On purchase or Entitlement modification does not require execution of a new master agreement.

The Customer represents that each individual accepting the Agreement or placing an Order on its behalf has authority to bind the Customer with respect to that transaction.

Doctorna may retain records reasonably relevant to proving acceptance and the applicable transaction, including Customer and Account identifiers, user identifiers, purchasing role or permission, timestamps, applicable contractual versions, Entitlements, quantities, pricing, billing information, transaction identifiers and other lawful technical or commercial evidence.

5. DEFINITIONS

For purposes of the Agreement:

“Account” means the Customer account or organizational environment through which Services are accessed or administered.

“Add-On” means functionality, capacity, allowance, Module, Feature, Integration or other Service purchased in addition to or in connection with another Service.

“Affiliate” means an entity controlling, controlled by or under common control with a party.

“AI Features” means artificial intelligence, machine learning, generative AI, automated communications, voice technology, recommendations, classification, summarization, transcription, analytics or similar technology made available through the Services.

“Applicable Law” means laws, regulations and legally binding governmental requirements applicable to the relevant party, Service, processing activity or subject matter.

“Authorized User” means an individual authorized by the Customer to access or use the Services.

“Commitment Period” means a minimum period during which the Customer has committed to purchase or pay for specified Services or Entitlements.

“Customer Data” means information submitted to, transmitted through, generated from Customer-provided information within, or stored within the Services by or on behalf of the Customer, excluding Doctorna Technology and System Data except to the extent otherwise required by Applicable Law.

“Doctorna Technology” means Doctorna's software, source and object code, architecture, databases and database structures, interfaces, APIs, algorithms, models, workflows, designs, templates, methodologies, libraries, frameworks, documentation, internal identifiers and other proprietary technology, excluding Customer Data.

“Entitlement” means a Product, Service, Module, Feature, Add-On, Integration, API right, user right, facility or branch right, capacity, usage allowance or other functionality that the Customer is authorized to access or use under an applicable Order.

“Entitlement Record” means a commercial, account, billing or system record maintained by or on behalf of Doctorna identifying applicable Entitlements and associated quantities, limits, effective dates, status or other subscription information.

“Feature” means an individual capability or functionality made available through the Services.

“Fees” means amounts payable to Doctorna for Services.

“Integration” means a technical connection between Doctorna and a Customer System or Third-Party Service.

“Module” means a functional component or collection of related capabilities within or connected to the Services.

“Order” has the meaning given in Section 2.

“Package” means a commercial plan, edition, tier, bundle or grouping of one or more Entitlements.

“Professional Services” means implementation, onboarding, configuration, migration, training, consulting, custom development, Integration work or similar professional or technical services.

“Product” means a branded or commercial grouping of one or more Services or Entitlements offered by Doctorna.

“Purchase Confirmation” means an electronic or written record confirming an Order or change to Entitlements.

“Service-Specific Terms” means additional terms applicable to specified Services, Modules, Features, technologies or risk categories.

“Services” means any software, software-as-a-service, platform, Product, Module, Feature, functionality, subscription, Package, Add-On, Integration, API, AI Feature, Professional Service or other technology service provided or made available by Doctorna under an applicable Order.

“Subscription” means a time-based right to access specified Services or Entitlements.

“Subscription Start Date” means the date on which the applicable Subscription or Entitlement commercially begins, as specified in the applicable Order or Purchase Confirmation.

“Subscription Term” means the period during which the applicable Subscription or Entitlement remains contracted, subject to the Agreement.

“System Data” means technical, operational, diagnostic, security, audit, usage, telemetry, performance, log and other system-generated information relating to operation, security or administration of the Services, subject to Applicable Law and the DPA where such information contains Personal Data.

“Third-Party Service” means a product, platform, infrastructure, API, network, governmental system or service supplied or controlled by a third party.

“Usage Limit” means any applicable limit relating to users, facilities, branches, resources, records, leads, contacts, messages, minutes, storage, API calls, AI usage, capacity or other measurable use of an Entitlement.

6. SUBSCRIPTION RIGHTS AND PURCHASED ENTITLEMENTS

Subject to the Agreement and payment of applicable Fees, Doctorna grants the Customer during the applicable Subscription Term a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the purchased Entitlements for the Customer's authorized internal business and professional purposes.

The Customer's rights are limited strictly to its purchased Entitlements and applicable Usage Limits.

Access to, visibility of, technical availability of, demonstration of, interoperability with or temporary access to a Product, Module, Feature, Add-On, Integration or other functionality does not create an Entitlement.

No Entitlement arises merely because functionality is visible within the Services; is technically accessible; has been demonstrated; appears in marketing materials; is described on a roadmap; is available to another Customer; is included within another Package; shares an interface or infrastructure with a purchased Service; or has been temporarily enabled as a trial, beta, preview, promotional or courtesy feature.

Unless expressly stated in an Order, the purchase of one Entitlement does not grant access or rights to another Entitlement merely because the items are technically connected, exchange data, appear within the same interface, are marketed under the same Product or are bundled together in another commercial offering.

7. PRODUCTS, PACKAGES, CUSTOM BUNDLES AND ENTITLEMENT RECORDS

Doctorna may offer Services individually, as Products, Packages, bundles, Add-Ons or Customer-specific combinations.

A Package is a commercial grouping of Entitlements and does not create rights beyond the Entitlements applicable to the Customer's purchase.

Doctorna may maintain an Entitlement Record reflecting the Customer's purchased Services, quantities, capacities, Usage Limits, Add-Ons and other applicable rights.

Where an Order identifies a specific entitlement configuration or snapshot, that configuration determines the Customer's purchased scope for the applicable period, subject to changes subsequently authorized under the Agreement.

Doctorna may offer different Packages, configurations, commercial terms, capacities, discounts and combinations to different Customers, markets, jurisdictions or sales channels.

Customer-specific pricing, discounts, Packages, Entitlements, allowances, promotional terms or other commercial accommodations do not create any price-matching right, most-favoured-customer right, precedent or entitlement for another Customer.

8. SERVICE-SPECIFIC TERMS

Certain Entitlements may be subject to additional Service-Specific Terms.

Service-Specific Terms become part of the Agreement when the Customer purchases, activates, enables, accesses or uses an Entitlement to which those terms apply, provided that the applicable terms are reasonably incorporated into the Customer's contractual or purchasing process.

More than one set of Service-Specific Terms may apply to the same Entitlement where the Entitlement involves more than one applicable technology or risk category.

For example, an AI-enabled clinical Service may be subject to both applicable AI-related and healthcare-related Service-Specific Terms.

Service-Specific Terms apply only to the Services, Modules, Features, technologies or subject matter to which they relate.

The purchase or use of one Entitlement does not cause Service-Specific Terms relating solely to an unrelated Entitlement to apply.

9. PREREQUISITES AND DEPENDENT ENTITLEMENTS

Certain Entitlements may require another Entitlement, compatible Customer System, Third-Party Service, account, Integration, connectivity, license, credential, approval or other prerequisite.

Doctorna may identify such dependencies through an Order, Service description, Service-Specific Terms, documentation or the functionality of the applicable Service.

If a required prerequisite becomes unavailable, expires, is suspended, is terminated, becomes incompatible or is no longer lawfully or technically usable, Doctorna may restrict, suspend, modify or discontinue the affected dependent Entitlement to the extent reasonably necessary.

Unless expressly stated otherwise or required by mandatory Applicable Law, loss of a prerequisite outside Doctorna's reasonable control does not automatically create a refund, credit, extension or damages entitlement.

Where commercially and technically available, Doctorna may offer an alternative configuration, replacement Integration or additional Professional Services, which may be subject to additional Fees.

10. CUSTOMER ACCOUNTS, USERS AND ACCESS CONTROL

The Customer is responsible for administering its Account and determining which individuals are authorized to access or use the Services.

The Customer is responsible for the actions performed through Customer-controlled accounts and credentials to the extent attributable to the Customer, its Authorized Users or persons to whom it has provided or enabled access.

Credentials shall not be shared except where the applicable Service expressly supports shared access.

The Customer shall maintain appropriate access controls and promptly disable or update access when an Authorized User no longer requires access or authority.

Doctorna may rely on instructions and actions from Customer administrators and other persons whom the Customer has designated or enabled with relevant authority.

The Customer shall not rotate, share, reassign or otherwise manipulate user, facility, branch, resource, capacity or similar licensing structures primarily for the purpose of circumventing applicable Fees or Usage Limits.

11. CUSTOMER RESPONSIBILITIES

The Customer is responsible for its use of the Services and for ensuring that such use is appropriate for its business, operations and applicable legal or professional requirements.

The Customer shall provide information, data, access, credentials, decisions, approvals and cooperation reasonably required for Doctorna to provide purchased Services.

The Customer is responsible for the accuracy, completeness and lawfulness of Customer Data supplied by or on its behalf; its Authorized Users and access permissions; Customer-controlled devices, networks, systems and credentials; configuration decisions made by or for the Customer; obtaining required third-party accounts, permissions, notices, consents and authorizations; and maintaining appropriate operational procedures for its business.

Doctorna is responsible for its own obligations expressly established under the Agreement and obligations imposed directly upon Doctorna by Applicable Law.

The Customer's use of Doctorna does not transfer to Doctorna the Customer's independent legal, regulatory, professional, operational or industry-specific responsibilities.

12. REGULATED AND PROFESSIONAL USE

The Services may be used by Customers operating in regulated industries or professional environments.

Unless expressly agreed otherwise, Doctorna provides technology Services and does not assume the Customer's role as a regulated business, healthcare provider, professional adviser, communications sender, data owner, employer, insurer, payer or other regulated or professional actor merely because the Services support the Customer's activities.

The Customer remains responsible for determining whether and how the Services are appropriate for its regulated or professional activities.

Any industry-specific responsibilities, limitations or disclaimers applicable to particular Entitlements may be further addressed in applicable Service-Specific Terms.

13. ACCEPTABLE USE

The Customer shall not, and shall not permit any person to: use the Services for unlawful, fraudulent, deceptive, abusive or materially harmful activities; infringe or misappropriate intellectual-property, privacy, confidentiality or other rights; send or facilitate unlawful communications, spam or communications for which required authorization has not been obtained; attempt to bypass Usage Limits, licensing restrictions, access controls or security measures; gain or attempt unauthorized access to systems, accounts, data or networks; interfere with the security, integrity, availability or operation of the Services; introduce malware, malicious code or harmful material; scrape, systematically extract or harvest data or functionality except through interfaces expressly authorized by Doctorna; reverse engineer, decompile, disassemble or attempt to derive source code, underlying models, algorithms, non-public APIs or other protected components except solely to the extent such restriction cannot lawfully be enforced; use the Services primarily to develop, train, design or materially assist a competing product through systematic copying or extraction of Doctorna's protected functionality, workflows or proprietary technology; conduct or publish unauthorized comparative performance testing or benchmarking intended to disclose non-public performance characteristics of the Services, except where such restriction cannot lawfully be enforced; resell, sublicense, lease or commercially provide access to the Services except where expressly authorized; or otherwise use the Services in a manner that materially threatens Doctorna, its infrastructure, other Customers or third parties.

Doctorna may investigate suspected violations and may restrict or suspend affected access where reasonably necessary to protect the Services, enforce the Agreement or comply with Applicable Law.

14. FEES AND BILLING

The Customer shall pay all Fees specified in each applicable Order, Purchase Confirmation or other authorized purchasing transaction.

Fees may be structured as one-time, recurring, subscription-based, usage-based, capacity-based, per-user, per-resource, per-facility, per-branch, per-Integration or under another pricing model identified in the applicable Order.

Different Entitlements under the same Agreement may have different Fees, billing cycles, Commitment Periods, Subscription Start Dates and renewal arrangements.

Unless expressly stated otherwise in an applicable Order, recurring Fees are payable in advance for the applicable billing period.

A monthly equivalent, monthly breakdown or other periodic calculation displayed for comparison, quotation, allocation or proration purposes does not create a monthly cancellation right where the Customer has committed to a longer Commitment Period.

Doctorna may issue invoices, collect payment through supported payment methods, process authorized recurring charges or use other billing methods identified in the applicable Order or purchasing flow.

The Customer is responsible for maintaining valid and accurate billing and payment information.

15. TAXES, WITHHOLDING AND CURRENCY

Fees are exclusive of VAT and other applicable taxes, duties, levies or governmental charges unless expressly stated otherwise.

The Customer is responsible for taxes imposed on its purchase or use of the Services, other than taxes imposed on Doctorna's net income.

Where Doctorna is legally required to collect or remit an applicable tax, Doctorna may add that amount to the Customer's invoice or charge.

Where the Customer is legally required to deduct or withhold an amount from a payment to Doctorna, the Customer shall provide appropriate official documentation and cooperate with Doctorna regarding the applicable withholding requirements.

Where the applicable Order lawfully requires payment to be made free and clear of withholding or includes an agreed gross-up mechanism, the Customer shall pay the additional amount required by that Order, subject to Applicable Law.

Fees shall be paid in the currency identified in the applicable Order. Currency conversions displayed by Doctorna may be indicative unless expressly stated to constitute the contractual billing currency or exchange rate.

16. NON-REFUNDABLE AND NON-CANCELLABLE COMMITMENTS

Except where expressly provided in an applicable Order or required by mandatory Applicable Law, Fees paid or payable for a Commitment Period are non-cancellable and non-refundable.

The Customer's decision not to use, to reduce use of, or to stop using a Service does not by itself terminate an applicable Commitment Period or eliminate committed Fees.

Unused Entitlements, capacity, users, resources, branches, facilities, allowances or other purchased rights do not create a refund, repayment or monetary credit unless expressly stated otherwise.

Suspension, downgrade, removal of an optional Entitlement, termination of an Authorized User, change in Customer personnel, internal restructuring or other Customer-side change does not create a refund for an existing paid or committed period except where expressly agreed or legally required.

Nothing in this Section excludes any refund or remedy that cannot lawfully be excluded.

17. PRICING CHANGES AND COMMERCIAL TERMS

Doctorna may change its standard pricing, Packages, commercial models and pricing structure prospectively.

Unless expressly permitted by an applicable Order, Doctorna will not retroactively increase the agreed recurring price for an already prepaid committed period solely because Doctorna has changed its standard pricing.

Renewals, new Orders, additional Entitlements, upgrades, additional capacity and other new purchases may be charged at Doctorna's then-current applicable pricing.

A Customer-specific discount, promotional price, waiver, free period, additional allowance or other commercial accommodation applies only to the transaction or period for which it was granted unless expressly stated otherwise.

No such accommodation creates a continuing entitlement, price lock, price-matching obligation, most-favoured-customer right or precedent for future transactions.

18. USAGE LIMITS, CAPACITY AND ALLOWANCES

Certain Entitlements may be subject to Usage Limits, including limits based on users, facilities, branches, resources, leads, contacts, records, messages, minutes, storage, API calls, AI usage, communication volume or other measurable capacity.

Applicable Usage Limits may be identified in an Order, Package, Purchase Confirmation, Entitlement Record or applicable Service-Specific Terms.

The Customer shall not intentionally circumvent Usage Limits or licensing structures.

Where Customer usage reaches or exceeds an applicable limit, Doctorna may, depending on the relevant Service and commercial model, restrict further usage; require the Customer to reduce usage; offer or require additional capacity or an upgrade; apply an agreed overage charge; or take another action described in the applicable Order or Service-Specific Terms.

An overage charge applies only where the applicable commercial arrangement provides for such charge.

Usage allowances do not have cash value and are not refundable or redeemable for money.

Unless an applicable Order or Service-Specific Term expressly provides for carry-over, unused allowances expire at the end of the period to which they apply.

Where carry-over is expressly provided, the carried amount remains a service usage allowance and does not constitute stored monetary value, cash, deposit or refundable credit.

19. ADDITIONAL ENTITLEMENTS, UPGRADES AND DOWNGRADES

The Customer may purchase additional Entitlements, capacity, users, resources, facilities, branches, Integrations, Add-Ons or upgrades through purchasing methods made available by Doctorna.

The applicable Purchase Confirmation or Order may specify the price, effective date, billing cycle, Commitment Period, proration and renewal treatment of the additional Entitlement.

An additional Entitlement may have a Subscription Term or billing cycle independent from existing Entitlements or may be co-termed with another Subscription where specified in the applicable commercial arrangement.

Unless expressly stated otherwise, a downgrade does not create a refund, repayment or monetary credit for any existing paid or committed period.

Doctorna does not guarantee that a downgrade can take effect immediately.

Where a downgrade would cause Customer usage to exceed the applicable lower Usage Limits, Doctorna may require the Customer to reduce usage, select affected users or resources, archive or remove applicable functionality or data where appropriate and lawful, or purchase sufficient capacity before the downgrade becomes effective.

No downgrade shall require Doctorna to make arbitrary selections on behalf of the Customer where Customer input is reasonably required to determine which users, facilities, resources, records, accounts or functionality are affected.

20. NO SET-OFF OR PAYMENT WITHHOLDING

To the maximum extent permitted by Applicable Law, a complaint, support request, alleged counterclaim, dispute, dissatisfaction or other claim does not entitle the Customer to withhold, delay, deduct or set off undisputed amounts otherwise due to Doctorna.

Payment of amounts due does not prevent the Customer from pursuing a valid claim or remedy under the Agreement.

21. NON-PAYMENT AND SUSPENSION

If an amount becomes overdue, Doctorna may, to the maximum extent permitted by Applicable Law, immediately suspend, restrict or disable some or all affected Services without a contractual grace period or advance notice.

Suspension may apply, as reasonably appropriate, to an Account, Authorized User, facility, branch, Product, Module, Feature, Integration, API, Add-On, communication channel, support access, Entitlement or some or all Services.

Suspension is not termination. Unless otherwise required by mandatory Applicable Law, suspension does not cancel Fees, pause a Subscription Term or Commitment Period, extend a Subscription, create a refund, create a service credit or waive payment obligations.

Doctorna's decision not to immediately exercise a suspension right does not create a contractual grace period, waiver or precedent.

After all required amounts and any applicable reactivation requirements have been satisfied, Doctorna will use commercially reasonable efforts to reactivate eligible Services.

Reactivation is not guaranteed to be instantaneous. Additional configuration, reconnection, third-party activation, remediation or other work reasonably required to restore affected Services may be separately chargeable.

To the extent permitted by Applicable Law, the Customer shall reimburse reasonable external collection and enforcement costs incurred by Doctorna in recovering undisputed overdue amounts.

For healthcare Entitlements, suspension remains subject to mandatory requirements concerning preservation of, access to, export of, return of or continuity of legally protected health records. Where required to comply with such obligations, Doctorna may apply suspension at the narrowest commercially and technically reasonable level while preserving Doctorna's payment and enforcement rights to the maximum extent permitted by Applicable Law.

ACCOUNT CLOSURE FOLLOWING NON-PAYMENT. Where Fees remain overdue and the Customer fails to cure the non-payment, Doctorna may, in addition to its other rights under the Agreement, terminate the affected Services and close or deactivate the Customer's Account. Account closure or deactivation does not require Doctorna to continue providing operational access to the Services and does not waive, extinguish or reduce any accrued or committed Fees.

Following termination or Account closure, Doctorna may delete Customer Data after any applicable contractual exit or retention period, subject to Applicable Law, the DPA and applicable Service-Specific Terms. Where Applicable Law requires particular Patient Data, medical records or other regulated records to be preserved for a longer period, Doctorna may restrict such records from ordinary operational access and retain or archive them for the legally required period without maintaining the Customer's active Subscription or full operational Account.

Where legally permitted, continued hosting, archival, retrieval, restoration, export, migration, transition assistance or other services requested by the Customer after suspension, termination or Account closure may be subject to additional Fees.

Nothing in this Section requires Doctorna to permanently retain Customer Data that is not subject to a legal preservation requirement or to provide unpaid continued use of the Services merely because particular regulated records must remain preserved.

22. PROFESSIONAL SERVICES

Implementation, onboarding, migration, configuration, training, consulting, custom development, Integration work and other Professional Services are included only where expressly purchased.

Professional Services may be governed by an Order, SOW or other agreed scope document.

Unless expressly identified as a binding contractual milestone, implementation, delivery, configuration, migration, testing, integration and other project dates are estimates.

Statements in emails, messaging applications, support tickets, meeting notes, project trackers or other operational communications do not become binding contractual milestones merely because a date has been discussed or recorded.

The Customer shall timely provide reasonably required access, information, data, credentials, decisions, personnel, approvals, third-party cooperation and other dependencies.

Delay attributable to the Customer or a Third-Party Service does not automatically postpone the Subscription Start Date, Commitment Period or payment obligations.

Where delay is solely attributable to Doctorna, any adjustment to a commercial date shall apply only where expressly agreed or otherwise required under the Agreement or mandatory Applicable Law.

23. CHANGE REQUESTS AND OUT-OF-SCOPE WORK

A request to add, modify or materially expand functionality, deliverables, integrations, data mappings, configurations, workflows, reports, migration requirements, regulatory requirements or other work beyond the purchased scope may be treated as a Change Request.

Doctorna may evaluate a Change Request and may accept it, reject it, propose an alternative or request additional information.

Doctorna is not required to begin out-of-scope work until the applicable scope, Fees, dependencies and commercial terms have been agreed through an authorized method.

A Change Request may affect Fees, implementation dates, technical architecture, dependencies and other project terms.

Changes to laws, regulations, governmental systems, Third-Party Services, APIs, technical specifications, authentication methods, certification requirements or external systems do not automatically require Doctorna to perform unlimited Customer-specific redevelopment at no charge.

Ordinary product-wide maintenance or development that Doctorna elects to perform as part of the applicable Service does not become separately chargeable merely because it also benefits the Customer.

However, substantial Customer-specific redevelopment, remapping, reimplementation, recertification, new infrastructure, new Integration work or other material work arising from changed external requirements may be treated as Professional Services and separately charged where permitted by the Agreement.

24. ACCEPTANCE OF PROFESSIONAL SERVICES AND DELIVERABLES

Where an Order or SOW includes a defined deliverable and does not specify another acceptance mechanism, Doctorna may provide the deliverable to the Customer for review.

The applicable Order, SOW or Service-Specific Terms may establish an Acceptance Period.

Where an Acceptance Period applies, the Customer shall notify Doctorna during that period of any material failure of the deliverable to conform to the expressly agreed scope and shall provide sufficient information for Doctorna to evaluate the issue.

Unless otherwise stated in the applicable Order or SOW, a deliverable may be deemed accepted upon the earliest of the Customer's written acceptance; production use of the deliverable; use of the deliverable with live Customer Data; or expiration of the applicable Acceptance Period without notice of a material nonconformity attributable to Doctorna.

Minor, cosmetic or non-material issues that do not prevent the deliverable from substantially performing its expressly agreed purpose do not prevent acceptance.

Acceptance closes the applicable acceptance milestone but does not create warranties beyond those expressly provided in the Agreement.

25. SUBSCRIPTION START, GO-LIVE AND CUSTOMER DELAY

Unless an applicable Order expressly states otherwise, the Subscription Start Date is a commercial date and is not automatically dependent upon Customer adoption, training completion, migration completion, Go-Live, first use, utilization level or internal readiness.

“Go-Live” or similar terminology describes an operational milestone and does not, by itself, modify the Subscription Start Date, Commitment Period or payment obligations.

Customer delay, failure to provide required information or access, delayed approvals, unavailable personnel, delayed third-party cooperation or other dependencies outside Doctorna's reasonable control do not automatically postpone Fees or extend the Subscription Term.

Nothing in this Section prevents Doctorna from expressly agreeing in writing to modify a Subscription Start Date or other commercial milestone.

26. THIRD-PARTY SERVICES

The Services may interact with, depend upon or enable access to Third-Party Services.

Third-Party Services remain subject to their providers' terms, policies, pricing, approvals, availability, technical requirements and decisions.

Unless expressly stated otherwise, Doctorna does not control and is not responsible for the independent operation, availability, security, policies, pricing, approvals or decisions of a Third-Party Service.

Doctorna does not guarantee that a Third-Party Service will approve the Customer, maintain an account, continue offering a feature, maintain an API, preserve existing technical requirements or remain compatible with Doctorna.

The Customer is responsible for obtaining and maintaining third-party accounts, licenses, subscriptions, credentials, approvals and permissions assigned to the Customer unless the applicable Order expressly states that Doctorna will provide them.

Third-party or pass-through charges are payable by the Customer unless expressly included in applicable Fees.

27. INTEGRATIONS AND EXTERNAL CHANGES

By enabling or requesting an Integration, the Customer authorizes Doctorna to exchange Customer Data with the applicable Customer System or Third-Party Service to the extent reasonably necessary to provide that Integration and subject to the DPA and Applicable Law.

Doctorna does not warrant permanent compatibility with any Customer System or Third-Party Service.

API changes, deprecations, authentication changes, security requirements, external redesigns, provider restrictions, regulatory changes or other circumstances outside Doctorna's reasonable control may require an Integration to be modified, restricted, temporarily interrupted, replaced or discontinued.

Where reasonably practicable, Doctorna may attempt to adapt an affected Integration, but Doctorna does not guarantee that adaptation will be technically, commercially or legally possible.

Material redevelopment, remapping, reimplementation, recertification or Customer-specific Integration work may be separately chargeable.

Discontinuation or disruption of an external system outside Doctorna's reasonable control does not, by itself, constitute termination of unrelated Entitlements.

28. DOCTORNA-CONTROLLED, CUSTOMER-CONTROLLED AND THIRD-PARTY ENVIRONMENTS

For allocation of operational responsibility, the Services may involve Doctorna-Controlled Environments, being systems and infrastructure operated or controlled by Doctorna or operated by service providers on Doctorna's behalf; Customer-Controlled Environments, being Customer devices, networks, systems, accounts, credentials, equipment, connectivity and other environments under the Customer's control; and Third-Party Environments, being external systems, platforms, networks, governmental systems, APIs, communications providers and other environments not controlled by either party.

Each party remains responsible for matters within its reasonable control and for obligations expressly allocated to it under the Agreement or Applicable Law.

Doctorna does not warrant the performance, security or availability of Customer-Controlled or Third-Party Environments.

A failure occurring within a Customer-Controlled or Third-Party Environment does not become a Doctorna-controlled failure merely because the affected environment connects to or exchanges information with the Services.

29. DATA MIGRATION

Data migration, import, conversion, extraction or similar services are included only where expressly purchased or expressly included in the applicable Service.

The Customer is responsible for obtaining and lawfully providing source data in the agreed format and for obtaining any required cooperation, exports or permissions from legacy providers or other third parties.

Doctorna may reasonably rely on the source data supplied to it and is not responsible for independently verifying the factual, clinical, commercial or historical accuracy of that source data unless expressly agreed.

Migration scope may be limited by agreed source systems, data categories, date ranges, formats, mappings and technical feasibility.

Doctorna does not guarantee that every legacy field, attachment, relationship, proprietary feature, workflow, formatting element or historical behavior can be reproduced in a different system.

The Customer shall review and validate migrated data within any applicable acceptance process.

Errors, omissions, corruption, inconsistencies or limitations originating in source data or legacy systems are not attributable to Doctorna merely because they are carried into or revealed during migration.

Additional migration runs, cleanup, transformation, manual correction, custom mapping, reconciliation or legacy-vendor work may constitute additional Professional Services.

30. CUSTOMER DATA AND DATA PROCESSING

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

The Customer grants Doctorna and its authorized service providers the rights reasonably necessary to host, transmit, reproduce, process, display, organize, secure and otherwise handle Customer Data for purposes of providing, operating, supporting, securing and improving the Services; carrying out Customer instructions; administering the Agreement; preventing fraud or misuse; and satisfying Applicable Law.

Customer Data does not include Doctorna Technology merely because Doctorna Technology processes, stores, organizes, displays or interacts with Customer Data.

The Customer represents that it has the rights, permissions, notices, lawful bases and authorizations required for Customer Data to be processed as contemplated by the Agreement.

To the extent Doctorna processes Personal Data on behalf of the Customer, the applicable Doctorna Global Data Processing Addendum forms part of the Agreement.

Doctorna may use aggregated or de-identified information that does not reasonably identify the Customer or identifiable individuals for security, analytics, service improvement, performance analysis, product development and business intelligence, subject to Applicable Law and the DPA where applicable.

31. SYSTEM DATA

Doctorna may generate and process System Data in connection with operating, securing, supporting, administering and improving the Services.

System Data may include technical events, diagnostic information, audit events, security information, usage telemetry, performance information, logs and operational metadata.

Doctorna may use System Data for legitimate operational, security, fraud-prevention, support, analytics, capacity-planning, service-improvement and compliance purposes, subject to Applicable Law and the DPA to the extent System Data contains Personal Data processed on behalf of the Customer.

Customer ownership of Customer Data does not transfer ownership of Doctorna's underlying systems, telemetry architecture, security mechanisms, platform analytics or Doctorna Technology to the Customer.

32. INTERNATIONAL DATA PROCESSING

Subject to the DPA and Applicable Law, Customer Data may be processed in jurisdictions where Doctorna or its authorized Subprocessors operate.

Doctorna does not provide a contractual guarantee that Customer Data will be stored or processed exclusively within a particular country or jurisdiction unless such commitment is expressly stated in an applicable Order or Service-Specific Term.

Where Applicable Law requires a particular mechanism for an international transfer of Personal Data, the applicable transfer mechanism may supplement the DPA.

Any such transfer mechanism modifies the Agreement only to the minimum extent legally required for the relevant transfer and does not otherwise modify the commercial, intellectual-property, liability, governing-law or jurisdiction provisions of the Agreement unless mandatory Applicable Law requires otherwise.

UAE HEALTH DATA. Notwithstanding the foregoing, where Customer Data constitutes health data or health information relating to healthcare services provided within the United Arab Emirates, Doctorna shall store, process, generate and transfer such data in accordance with Applicable Law and the requirements of the competent Health Authority. Nothing in the Agreement authorizes processing outside the United Arab Emirates where such processing is prohibited or requires an approval, exception or other legal basis that has not been obtained or does not apply.

33. SECURITY AND SUBPROCESSORS

Doctorna will maintain technical and organizational measures appropriate to the Services and as required by Applicable Law.

No internet-connected software, infrastructure or information system can be guaranteed completely secure, uninterrupted or immune from unauthorized activity.

The Customer remains responsible for Customer-Controlled Environments, credentials, endpoint security, Authorized User permissions, Customer Systems and other matters within its reasonable control.

Doctorna may use Affiliates, cloud providers, infrastructure providers, AI providers and other service providers or Subprocessors in connection with the Services.

Subprocessor arrangements and any legally required Customer rights concerning Subprocessors are governed by the applicable DPA.

Doctorna does not make a contractual commitment regarding a particular certification, penetration-testing frequency, encryption implementation, data residency, RPO, RTO or similar security or continuity metric unless that commitment is expressly documented in the Agreement or applicable security documentation.

34. BACKUPS, RECOVERY, AVAILABILITY AND SERVICE CONTINUITY

Doctorna may maintain backup, recovery, security and business-continuity measures according to its operational practices and Applicable Law.

Unless expressly committed under an applicable SLA or Order, Doctorna does not guarantee 100% uptime, zero downtime, zero data loss, continuous availability, a specific recovery point objective, a specific recovery time objective, instantaneous recovery or point-in-time restoration.

Scheduled maintenance, emergency maintenance, security actions, infrastructure failures, Third-Party Service failures and circumstances outside Doctorna's reasonable control may affect availability.

No service credit, refund or financial remedy applies for downtime or service interruption unless expressly provided by an applicable SLA, Order or mandatory Applicable Law.

The Customer is responsible for maintaining business-continuity measures appropriate to its operations, including independent records, exports or contingency procedures where reasonably necessary for the Customer's business or professional obligations.

35. AI AND AUTOMATED FEATURES

AI Features are assistive technologies and may produce outputs that are inaccurate, incomplete, inappropriate, inconsistent or outdated.

The Customer is responsible for applying appropriate human review and for determining whether, when and how AI-generated output is used.

AI Features do not constitute medical, legal, financial or other regulated professional advice from Doctorna.

Where the Customer enables automated actions, communications, calls, bookings, recommendations, classifications, status changes, workflows or other AI-assisted or automated activity, the Customer is responsible for configuring, authorizing and appropriately supervising those functions.

AI Features may rely on Third-Party Services or models and may be subject to separate availability, limits, technical requirements and Fees.

Doctorna does not guarantee any particular AI output, accuracy level, response, business outcome or result unless expressly stated in an applicable Service-Specific Term.

Any commitments regarding the processing of identifiable Customer Data by AI providers are governed by the applicable DPA, applicable Service-Specific Terms and the actual technical architecture of the relevant AI Feature, rather than being implied from the general availability of AI functionality.

36. ANALYTICS, REPORTING AND ATTRIBUTION

Analytics, dashboards, reports, attribution, campaign tracking, source tracking, forecasts, performance metrics and similar functionality may depend on Customer configuration, Customer Data, third-party information, integrations, tracking technologies and other dependencies.

Unless expressly stated otherwise, such functionality is intended to assist Customer analysis and operations and does not constitute a guarantee that every event, source, interaction, conversion, communication, revenue item or other activity will be captured or attributed with perfect accuracy.

The Customer remains responsible for validating information before relying upon it for material business, financial, regulatory, clinical or other decisions where independent verification is reasonably appropriate.

37. SUPPORT AND MAINTENANCE

Doctorna may provide support, maintenance and technical assistance according to the support scope applicable to the purchased Services.

Unless expressly stated in an applicable Order, SLA or Service-Specific Term, support does not include unlimited training, consulting, configuration, data entry, data cleanup, migration, custom reporting, workflow redesign, custom development, third-party administration, regulatory consulting or on-site services.

Support response or acknowledgement time does not mean resolution time. No particular response time, resolution time, uptime commitment or service credit is implied unless expressly agreed.

The Customer shall provide information, logs, screenshots, examples, access and reasonable cooperation necessary for Doctorna to investigate reported issues.

Doctorna may deploy maintenance, security patches, bug fixes, interface changes, technical modifications and product improvements.

Doctorna may modify functionality where reasonably required for security, legal compliance, Third-Party Service changes, technical sustainability, interoperability or general product evolution, subject to the Customer's purchased Entitlements and any express commitments in the Agreement.

38. SERVICE EVOLUTION

Doctorna may from time to time develop, introduce, update, rename, reorganize, combine, separate, repackage, replace or discontinue Products, Modules, Features, interfaces and commercial Packages.

A change in branding, naming, navigation, interface, architecture or commercial packaging does not by itself create a new Service or terminate an existing contractual obligation.

Doctorna is not required to preserve a particular user interface, workflow, technical implementation or internal architecture indefinitely, provided that Doctorna continues to provide the material purchased functionality applicable to the Customer during an existing committed period, subject to the Agreement.

New, materially different, premium or separately commercialized functionality may require an additional Entitlement and additional Fees.

Doctorna is not obligated to develop, release or make generally available any roadmap item, planned Feature or future Product unless expressly committed in a binding contractual document.

39. INTELLECTUAL PROPERTY

Doctorna and its licensors retain all right, title and interest in and to Doctorna Technology and all associated intellectual-property rights.

The Services are licensed or made available for use and are not sold.

Except for the limited rights expressly granted under the Agreement, no ownership interest in Doctorna Technology transfers to the Customer.

The Customer retains its rights in Customer Data.

Customer ownership of Customer Data does not give the Customer ownership of software, source code, database structures, schemas, interfaces, APIs, algorithms, models, workflows, platform logic, templates, system architecture, security mechanisms or other Doctorna Technology used to receive, process, organize, display, transmit or store Customer Data.

No implied license is granted except to the extent necessary to exercise rights expressly granted under the Agreement.

40. CUSTOM DEVELOPMENT, CONFIGURATIONS AND REUSABLE TECHNOLOGY

Unless expressly agreed otherwise in a mutually signed written amendment or SOW that specifically identifies transferred intellectual property, custom developments, configurations, workflows, templates, reports, connectors, mappings, scripts, improvements, methodologies, technical solutions and other work created or developed by Doctorna remain Doctorna Technology.

Payment for Professional Services does not by itself transfer ownership of Doctorna Technology.

Doctorna retains ownership of its pre-existing technology and of reusable or generally applicable components, libraries, frameworks, tools, know-how, concepts, methods, improvements and technical capabilities used or developed while performing Professional Services.

Where an expressly agreed Customer-specific deliverable incorporates Doctorna Technology, any Customer rights in that deliverable remain subject to Doctorna's ownership of the underlying Doctorna Technology unless expressly agreed otherwise.

Nothing prevents Doctorna from independently developing or providing functionality, workflows, concepts or technical solutions similar to those provided to the Customer, provided Doctorna does not improperly use or disclose Customer Confidential Information or Customer Data.

41. CUSTOMER CONFIGURATIONS AND CONTENT

The Customer retains its rights in Customer Data and Customer-created content supplied through the Services.

The Customer may create configurations, workflows, forms, custom fields, templates, reports, automation rules and similar configurations using functionality provided by Doctorna.

Customer creation or configuration of such items does not transfer ownership of the underlying Doctorna functionality, platform capability, data model, workflow engine, reporting engine, automation technology or other Doctorna Technology.

Where Customer-provided content is incorporated into a configuration, the Customer remains responsible for having the rights necessary to use that content.

42. FEEDBACK

The Customer may provide suggestions, recommendations, ideas or other feedback concerning the Services.

Doctorna may use and incorporate feedback without restriction or payment, provided that doing so does not transfer ownership of Customer Data or authorize disclosure of Customer Confidential Information.

43. CONFIDENTIALITY

Each party shall protect the other party's Confidential Information using reasonable care and shall use such information only for purposes relating to the Agreement.

“Confidential Information” means non-public information disclosed by or on behalf of a party that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction before disclosure, becomes publicly available without breach of the Agreement, is lawfully received from a third party without confidentiality restriction, or is independently developed without unauthorized use of the disclosing party's Confidential Information.

A receiving party may disclose Confidential Information to its personnel, professional advisers, Affiliates, contractors, Subprocessors and service providers who have a legitimate need to know and are subject to appropriate confidentiality obligations.

A party may disclose Confidential Information where required by Applicable Law or a legally binding governmental or judicial process. Where legally permitted and reasonably practicable, the receiving party may notify the disclosing party of such compulsory disclosure.

No party is required to challenge a lawful governmental or judicial request at its own expense.

Confidentiality obligations survive for as long as the information remains confidential by its nature or for any longer period required by Applicable Law. Trade secrets remain protected for as long as they legally qualify as trade secrets.

44. WARRANTIES AND DISCLAIMERS

Doctorna warrants only that, during the applicable Subscription Term, the paid Services will be provided substantially in accordance with the express requirements of the Agreement and applicable documentation made available by Doctorna for the purchased Entitlements, using reasonable professional care.

If the Customer believes a paid Service materially fails to conform to the foregoing limited warranty, the Customer shall notify Doctorna with sufficient detail to permit investigation. Subject to Applicable Law and any more specific remedy expressly stated in an applicable Order or Service-Specific Term, Doctorna's obligation is to use commercially reasonable efforts to correct the verified material nonconformity. This limited warranty does not apply to issues caused by Customer Data, Customer Systems, Customer-Controlled Environments, Customer instructions, unauthorized modifications, misuse, Third-Party Services, external systems, or circumstances outside Doctorna's reasonable control.

Except for the express limited warranty above, other express commitments in the Agreement, and rights or warranties that cannot lawfully be excluded, the Services are provided on an “as available” basis.

To the maximum extent permitted by Applicable Law, Doctorna disclaims implied warranties, conditions and representations, including merchantability, fitness for a particular purpose and non-infringement, to the extent such warranties, conditions or representations may lawfully be disclaimed.

Unless expressly committed otherwise, Doctorna does not guarantee uninterrupted or error-free operation; perfect security; zero data loss; any particular business, financial, clinical, marketing or operational outcome; lead volume, conversion, sales or revenue; regulatory, governmental, payer or third-party approval; permanent Third-Party Service compatibility; perfect analytics or attribution; accurate or error-free AI output; uninterrupted availability of any Integration or Third-Party Service; or that the Services will satisfy every Customer-specific requirement not expressly included in the Agreement.

The Customer is responsible for evaluating whether the purchased Services are appropriate for its intended use.

45. CUSTOMER INDEMNIFICATION

To the maximum extent permitted by Applicable Law, the Customer shall defend, indemnify and hold harmless Doctorna, its Affiliates and their respective officers, directors, personnel and contractors from third-party claims, liabilities, damages, judgments and reasonable external costs arising out of or relating to unlawful Customer Data; Customer communications, campaigns, calls or content; Customer infringement or misappropriation of third-party rights; the Customer's violation of Applicable Law; the Customer's failure to obtain a required consent, notice, permission, license, lawful basis or authorization; Customer Systems or Customer-Controlled Environments; Customer misuse of the Services; unauthorized or unlawful activity conducted through Customer-controlled credentials where attributable to the Customer or persons to whom the Customer enabled access; Customer instructions that Doctorna follows in accordance with the Agreement; or the Customer's material breach of the Agreement.

Applicable Service-Specific Terms may identify additional indemnification matters relating to particular Services or regulated activities.

Doctorna may elect to control or participate in the defense of an indemnified claim.

The Customer shall not enter into a settlement that imposes liability, admission, payment, restriction or continuing obligation on Doctorna without Doctorna's prior written consent.

46. EXCLUSION OF CERTAIN DAMAGES

To the maximum extent permitted by Applicable Law, Doctorna shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity or business interruption, arising out of or relating to the Agreement or Services, regardless of the legal theory asserted and even where the possibility of such loss has been communicated, except to the extent such exclusion is prohibited by mandatory Applicable Law.

47. LIMITATION OF LIABILITY

To the maximum extent permitted by Applicable Law, Doctorna's aggregate liability arising out of or relating to an affected Service or Entitlement shall not exceed the Fees actually paid to Doctorna for that affected Service or Entitlement during the twelve (12) months immediately preceding the event giving rise to the first claim, or, if the affected Service or Entitlement has been provided for less than twelve months, the Fees actually paid for that shorter period.

Where a claim materially concerns more than one affected Entitlement and the relevant loss cannot reasonably be attributed to a single Entitlement, the applicable cap shall be calculated using only the Fees actually paid for the directly affected Entitlements during the applicable period and shall not include Fees paid for unrelated Services, Products, Modules, Features, Add-Ons, Integrations or Professional Services.

All claims arising from the same or related events, circumstances, failures or series of connected events shall constitute one aggregate claim for purposes of the applicable liability cap.

The liability cap is not multiplied by the number of users, facilities, branches, patients, leads, contacts, communications, calls, records, transactions, incidents, data subjects, affected individuals, legal theories, causes of action or claimants.

To the maximum extent permitted by Applicable Law, the limitations and exclusions in the Agreement apply to claims involving Customer Data, Personal Data, privacy, cybersecurity, AI Features, automated actions, Integrations and Third-Party Services.

Doctorna is not responsible for losses attributable to Customer Systems, Customer instructions, Customer-Controlled Environments, Customer-controlled credentials or Third-Party Services outside Doctorna's reasonable control.

Nothing in the Agreement excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.

Customer payment obligations, Customer indemnification obligations and liability arising from unauthorized exploitation, infringement or misappropriation of Doctorna Technology are not subject to Doctorna's liability cap.

48. TERM, COMMITMENT PERIODS AND RENEWAL

The Agreement begins when validly accepted and continues for so long as applicable rights or obligations remain outstanding, unless terminated in accordance with the Agreement.

Each Order or Entitlement may have its own Subscription Start Date, Subscription Term, Commitment Period, billing cycle and renewal arrangement.

Expiry or non-renewal of one Entitlement does not automatically terminate another Entitlement.

Where an Order expressly provides for automatic renewal, the applicable Subscription or Entitlement renews according to the terms of that Order unless valid notice of non-renewal is provided within the applicable period.

If an automatically renewing Order does not specify a non-renewal notice period, the default contractual notice period is thirty (30) days before the applicable expiry date, subject to mandatory Applicable Law.

Renewals may be charged at Doctorna's then-current applicable pricing.

Discontinuing use does not terminate a Commitment Period or eliminate committed Fees.

49. NON-RENEWAL AND PARTIAL CANCELLATION

A request to stop future renewal does not retroactively cancel the current Subscription Term or Commitment Period.

Unless expressly provided otherwise, the Customer remains responsible for Fees committed for the current applicable period.

Where technically and commercially supported, the Customer may non-renew an individual Entitlement without terminating unrelated Entitlements.

The expiry or non-renewal of a prerequisite Entitlement may affect dependent Entitlements in accordance with Section 9.

A Customer request to “cancel” a Service will be interpreted according to the actual contractual and commercial effect available for that Service. Where the Customer is committed through the end of a current term, disabling future renewal does not create an early termination or refund right.

50. TERMINATION FOR BREACH OR RISK

Either party may terminate an affected Order, Entitlement or the Agreement for a material breach that remains uncured thirty (30) days after written notice, except where another cure period applies under mandatory Applicable Law.

Doctorna may immediately restrict, suspend or terminate affected Services, Entitlements or, where reasonably justified, the Agreement without waiting for a cure period where continued provision would create material legal, security or operational risk or where the relevant breach is not reasonably capable of cure, including fraud, serious abuse, unlawful use, sanctions or legal prohibition, material infringement or unauthorized exploitation of Doctorna Technology, material security threats, deliberate circumvention of access or licensing controls, or circumstances in which Doctorna is legally prohibited from continuing the affected Services.

Where the issue can reasonably be isolated, Doctorna may limit action to the affected Account, user, facility, branch, Entitlement, Integration, channel or Service.

Termination does not extinguish accrued payment obligations or committed Fees that survive under the Agreement.

51. TERMINATION FOR CONVENIENCE

The Customer has no right to terminate a committed Subscription for convenience before the end of its Commitment Period unless such right is expressly provided in the applicable Order or required by mandatory Applicable Law.

If Doctorna expressly grants a convenience termination right, the applicable Order may specify notice requirements, termination charges, remaining Fees or other consequences.

Stopping use of the Services, removing users, disconnecting an Integration, failing to log in, ceasing business operations or requesting account closure does not by itself eliminate committed payment obligations.

52. EFFECT OF TERMINATION

Upon expiry or termination of an Entitlement, the Customer's right to access or use that Entitlement ceases except to the extent expressly provided by the Agreement or required by Applicable Law.

Termination of one Entitlement does not automatically terminate unrelated Entitlements.

Termination of the entire Agreement may result in termination of all remaining Services, subject to applicable Orders, DPA obligations and mandatory Applicable Law.

Expiry, suspension, non-renewal or termination does not affect rights, remedies or payment obligations accrued before the applicable event or provisions intended to survive.

53. DATA ACCESS, EXPORT AND EXIT

During an active Subscription, the Customer may use standard export functionality supported by the applicable Service, subject to Account permissions and the functionality included in the Customer's Entitlements.

Upon expiry or termination, ordinary operational access may cease in accordance with the Agreement.

Subject to Applicable Law, the DPA and applicable Service-Specific Terms, Doctorna will provide or make available Customer Data through the then-supported standard export mechanism to the extent such export is included in the purchased Service or is required by Applicable Law. Any additional post-termination access period, transition period or assisted migration must be expressly stated in an applicable Order, Service-Specific Term or SOW.

Standard export may use Doctorna's then-supported formats and methods.

A Customer Data export does not include Doctorna source code, proprietary database schemas or structures, algorithms, internal configuration logic, system architecture, security information, proprietary metadata or other Doctorna Technology merely because such technology is used to store, organize, process or display Customer Data.

Custom transformation, mapping, competitor-specific formatting, repeated exports, migration assistance, API development, data cleanup, manual extraction, transition support or other work beyond standard export functionality may be separately scoped and charged as Professional Services.

To the extent permitted by Applicable Law, Doctorna may condition non-mandatory custom export or transition assistance upon payment of undisputed amounts properly due. Nothing in this paragraph permits Doctorna to withhold access, preservation, return or export that Applicable Law requires Doctorna to provide regardless of payment status.

The Customer is responsible for timely requesting optional export or transition assistance, receiving available exports, maintaining appropriate copies and validating usability for its intended destination.

54. RETENTION AND DELETION

Following expiry or termination, Customer Data may be retained, restricted, archived, returned, deleted or rendered inaccessible in accordance with the DPA, applicable Service-Specific Terms, Doctorna's applicable retention processes and Applicable Law.

Doctorna is not required to retain Customer Data indefinitely unless retention is legally required or expressly purchased.

Deletion from active production systems does not require simultaneous deletion from backups, disaster-recovery systems, security records, billing records, audit records, legal holds or other systems where immediate deletion is not reasonably practicable or where continued retention is permitted or required by Applicable Law.

Data retained following termination shall remain subject to applicable confidentiality, security, data-protection and lawful-use requirements.

Nothing in suspension or termination authorizes Doctorna to delete, destroy or render inaccessible regulated records where Applicable Law requires preservation, return, continued availability or another specific treatment. Any healthcare-specific retention, patient-record access or regulatory preservation obligations applicable to purchased healthcare Entitlements are governed by Applicable Law and the applicable Service-Specific Terms.

55. BETA, TRIAL, PREVIEW AND FREE SERVICES

Doctorna may make beta, trial, preview, evaluation, promotional or free Services available from time to time.

Unless expressly stated otherwise, such Services may be modified, limited, suspended or discontinued at any time and may be subject to additional restrictions.

Beta, trial, preview and free Services may be incomplete, experimental or subject to different support, availability, security, retention or functionality characteristics than paid production Services.

To the maximum extent permitted by Applicable Law, such Services are provided without warranties or service commitments beyond those expressly stated.

Temporary access does not create a paid Entitlement, permanent right or obligation for Doctorna to continue providing the functionality.

56. FORCE MAJEURE

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

Such events may include natural disasters; fire; flood; epidemic or pandemic; war; armed conflict; hostilities; invasion; civil unrest; terrorism; sabotage; missile, drone or air attack; cyberwarfare; large-scale cyberattack; governmental action; sanctions; embargoes; labor disruption; widespread cloud, data-center or infrastructure failure; telecommunications, internet or undersea-cable disruption; widespread power failure; or failure of critical Third-Party Services beyond the affected party's reasonable control.

The affected party shall use commercially reasonable efforts to mitigate the effect of the event where practicable.

A Force Majeure Event does not automatically create a refund, service credit, damages entitlement or cancellation right except where expressly provided in the Agreement or required by mandatory Applicable Law.

Committed payment obligations relating to Services already provided or periods not materially prevented by the Force Majeure Event remain payable.

57. SANCTIONS, EXPORT CONTROLS AND LEGAL RESTRICTIONS

The Customer shall not use, export, re-export, transfer or make the Services available in violation of applicable sanctions, export-control laws, trade restrictions or other legally binding restrictions.

The Customer represents that it will not knowingly use the Services in a manner prohibited by such restrictions.

Doctorna may refuse, restrict, suspend or terminate affected Services where reasonably necessary to comply with Applicable Law, sanctions, export controls, governmental requirements or binding restrictions applicable to Doctorna or its service providers.

Doctorna is not required to continue providing a Service where doing so would expose Doctorna or its service providers to unlawful conduct or material legal risk.

58. GLOBAL AVAILABILITY

Availability of Products, Features, payment methods, integrations, hosting arrangements, languages, third-party connections and other Services may vary by country, jurisdiction, Customer type or technical environment.

Marketing or technical availability of a Service in one jurisdiction does not constitute a representation that the same Service is legally, commercially or technically available in every jurisdiction.

The Customer is responsible for determining whether its intended use is lawful in its jurisdiction, subject to Doctorna's own direct obligations under Applicable Law.

59. MANDATORY LOCAL LAW

The Agreement is intended to apply on a business-to-business basis across multiple jurisdictions.

Where mandatory Applicable Law grants a right, remedy, obligation or protection that cannot lawfully be excluded or modified by contract, the Agreement shall be interpreted and applied to give effect to that mandatory requirement to the minimum extent necessary.

The application of a mandatory local requirement to a particular matter does not, by itself, cause the law of that jurisdiction to govern unrelated portions of the Agreement.

Nothing in the Agreement is intended to waive rights or obligations that cannot lawfully be waived.

60. REGIONAL TERMS AND DATA-TRANSFER INSTRUMENTS

Doctorna may make Regional Terms, data-transfer instruments, SCCs, addenda or other jurisdiction-specific documents applicable where required by Applicable Law or expressly agreed.

Such documents apply only to the jurisdiction, processing activity, transfer or subject matter for which they are required or expressly intended.

Unless mandatory Applicable Law requires otherwise, a Regional Term, DPA, SCC or transfer instrument does not modify the commercial terms, intellectual-property rights, limitation of liability, general governing law or jurisdiction provisions of the remainder of the Agreement.

If a mandatory transfer instrument requires a different rule for a particular transfer or data-protection matter, that rule controls only to the extent required for that matter.

61. ASSIGNMENT, CORPORATE CHANGES AND SUBCONTRACTING

The Customer may not assign or transfer the Agreement or any material rights under it without Doctorna's prior written consent, except where such restriction cannot lawfully be enforced.

Doctorna may assign or transfer the Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, financing, sale of business or assets, or similar transaction, subject to Applicable Law.

Doctorna may use Affiliates, employees, contractors, service providers and Subprocessors to perform its obligations.

Doctorna remains responsible for its contractual obligations to the extent required by the Agreement and Applicable Law notwithstanding permitted subcontracting.

62. NO WAIVER OR COMMERCIAL PRECEDENT

Failure or delay by either party to exercise a contractual right does not waive that right.

A waiver is effective only for the specific matter for which it is given.

Doctorna's decision on one occasion to provide additional time, waive a Fee, delay suspension, provide additional capacity, grant a discount, provide a free Service or make another commercial accommodation does not create a continuing entitlement, modify future contractual rights or establish a precedent for another period or Customer.

63. REMEDIES AND ENFORCEMENT

Except where the Agreement expressly states that a remedy is exclusive, contractual remedies are cumulative to the extent permitted by Applicable Law.

Doctorna may seek injunctive, protective or equitable relief where reasonably necessary to prevent or address unauthorized use or disclosure of Doctorna Technology, Confidential Information, security credentials or other rights for which monetary damages may be inadequate.

Nothing in the Agreement requires Doctorna to continue providing Services while use is unlawful or creates a material security risk.

64. GOVERNING LAW AND JURISDICTION

The Agreement and any non-contractual obligations arising out of or relating to it shall be governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai, without regard to conflict-of-laws principles that would require application of another jurisdiction's laws, except to the extent mandatory Applicable Law requires otherwise.

Subject to mandatory Applicable Law, the courts of Dubai, United Arab Emirates shall have exclusive jurisdiction over disputes arising out of or relating to the Agreement.

Nothing in this Section prevents Doctorna from seeking urgent interim, injunctive, protective or enforcement relief in another court of competent jurisdiction where reasonably necessary to protect Doctorna Technology, Confidential Information, security, assets or enforceable rights.

65. NOTICES AND ELECTRONIC COMMUNICATIONS

Contractual notices may be delivered using the notice details specified in an applicable Order or through another notice method expressly permitted by the Agreement.

Doctorna may provide operational, administrative, billing, security, renewal and contractual communications electronically, including by email, Account notification, in-platform notice or other electronic method reasonably associated with the Customer's Account.

The Customer is responsible for maintaining accurate administrative, billing and contractual contact information.

A change of personnel does not invalidate a notice properly sent to the Customer's then-designated contact or Account according to the Agreement.

Notices concerning material breach or termination should be sent through the contractual notice method identified in the applicable Order or to the designated legal contact of the receiving party where reasonably available.

66. CHANGES TO THESE TERMS

Doctorna may update these Terms from time to time for legal, regulatory, security, technical, operational, commercial or product-related reasons.

Each version may be identified by a version number, effective date or other versioning mechanism.

For an existing paid committed Subscription, a material change to these Terms that materially reduces the Customer's contractual rights or materially increases the Customer's contractual obligations will ordinarily apply from the next renewal or a new Order, unless earlier application is required by Applicable Law, a binding governmental requirement, a material security or fraud risk, or a binding Third-Party Service requirement necessary to continue providing the affected Service, or is otherwise expressly accepted by the Customer.

Doctorna may apply non-material, clarifying, administrative, technical, security or legally required updates during an existing Subscription Term, provided that such updates do not retroactively impose additional Fees solely through an update to these Terms.

Nothing in this Section permits Doctorna to retroactively increase the agreed Fees for an already prepaid committed period solely through an update to these Terms, except where additional Services are purchased or otherwise expressly agreed.

Where a material update is intended to apply during an existing committed Subscription and is not otherwise required as described above, Doctorna will provide reasonable notice through an electronic or contractual communication method permitted under the Agreement.

Continued use after the effective date of an applicable update may constitute acceptance where permitted by Applicable Law and where appropriate notice or access to the updated Terms has been provided.

For newly purchased Entitlements, the version of applicable Service-Specific Terms identified or incorporated at the time of purchase may apply to that Entitlement even where the Customer's other Entitlements were purchased earlier.

67. SERVICE-SPECIFIC TERMS AND VERSIONING

Doctorna may issue or update Service-Specific Terms for particular Services, Modules, Features, technologies or risk categories.

A Customer that does not purchase or use the relevant Entitlement is not subject to Service-Specific Terms solely because Doctorna has published them.

When the Customer purchases or enables a new Entitlement, the then-applicable Service-Specific Terms may become part of the Agreement for that Entitlement through the applicable purchasing process.

Doctorna may maintain records of the contractual versions applicable to each Order or Entitlement.

Different Entitlements within the same Customer relationship may therefore have different activation dates or applicable Service-Specific Term versions where appropriate.

68. CUSTOMER NAME AND LOGO

Unless the Customer opts out by written notice, Doctorna may identify the Customer by its business name and logo in ordinary customer lists, sales presentations, proposals, websites and marketing materials.

Doctorna shall not rely on this permission to disclose Customer Confidential Information, identifiable Personal Data, regulated health information or confidential performance information.

Use of the Customer's name or logo does not imply endorsement of Doctorna by the Customer.

69. PUBLIC STATEMENTS AND CASE STUDIES

Section 68 does not authorize Doctorna to publish detailed Customer performance metrics, confidential business results, identifiable Patient Data or a detailed Customer case study without appropriate authorization.

Doctorna and the Customer may separately agree to a testimonial, case study, press release or other expanded marketing activity.

70. ENTIRE AGREEMENT AND NON-RELIANCE

The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior proposals, discussions, negotiations, demonstrations, presentations, representations and understandings concerning that subject matter, except to the extent expressly incorporated into the Agreement.

The Customer acknowledges that it has not relied on a statement concerning future Features, roadmap items, anticipated release dates, regulatory approvals, third-party approvals, expected performance, business outcomes or commercial results except where expressly incorporated into a binding part of the Agreement.

No sales representative, support employee, developer, implementation team member or other personnel may modify the Agreement unless authorized to do so and the modification is made through an accepted contractual method.

An operational communication, support ticket, WhatsApp message, email, meeting note, demo statement or roadmap discussion does not modify the Agreement merely because it was communicated by Doctorna personnel.

71. SEVERABILITY

If a provision of the Agreement is found invalid, illegal or unenforceable, it shall, where legally possible, be modified or limited to the minimum extent necessary to make it enforceable while preserving its intended commercial purpose.

If such modification is not legally possible, the affected provision shall be severed only to the minimum necessary extent.

The remainder of the Agreement shall continue in effect.

72. RELATIONSHIP OF THE PARTIES

The parties are independent contractors.

Nothing in the Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, franchise or general agency relationship.

Neither party may bind the other except where expressly authorized.

73. NO THIRD-PARTY BENEFICIARIES

Except where the Agreement expressly provides otherwise or Applicable Law requires otherwise, the Agreement is for the benefit of Doctorna and the Customer and does not create enforceable contractual rights for third parties.

The use of a Service by patients, leads, contacts, Customer personnel or other individuals does not by itself make such individuals parties to the Agreement.

74. HEADINGS AND INTERPRETATION

Headings are for convenience and do not limit the meaning of the Agreement.

Words such as “including” and “includes” mean “including without limitation” unless the context clearly requires otherwise.

References to a singular include the plural and vice versa where appropriate.

References to laws or regulatory requirements include applicable amendments, replacements or successor requirements to the extent relevant.

Where the Agreement gives Doctorna a right to act reasonably, Doctorna may consider legal, security, technical, operational, third-party and commercial factors relevant to the affected Service.

75. LANGUAGE

The Agreement may be translated for convenience.

Unless expressly stated otherwise in an applicable Order or required by mandatory Applicable Law, the English version controls in the event of inconsistency between translations.

76. SURVIVAL

Expiry, termination, suspension or non-renewal does not affect rights and obligations accrued before such event or intended by their nature or express terms to continue afterward.

Without limitation, provisions concerning accrued or committed Fees, Customer Data and lawful retention, data export and exit, confidentiality, intellectual property, Customer indemnification, limitations and exclusions of liability, legal and regulatory compliance, dispute resolution, governing law, enforcement, consequences of termination and other provisions necessary to give effect to continuing rights and obligations survive for the period applicable to their nature or required by Applicable Law.

77. CONTACT

Questions, contractual communications and legal notices concerning these Terms may be submitted to Doctorna's designated contact information published from time to time or specified in the applicable Order.

Doctorna Technology L.L.C.
Dubai, United Arab Emirates
Trade License No. 1453751
Email: info@doctorna.com
Website: www.doctorna.com

END OF DOCTORNA GLOBAL TERMS & CONDITIONS
Version DGT-2026.1

PART II

HEALTHCARE & CLINICAL SERVICES TERMS

HCST-2026.1

These Healthcare & Clinical Services Terms (“Healthcare Terms”) are Service-Specific Terms under the Doctorna Global Terms & Conditions (“DGT”). They apply only to purchased Entitlements that involve electronic medical records, healthcare or clinical functionality, Patient Data, clinical workflows, healthcare-facility operations, healthcare regulatory integrations, health information exchange, eClaims or other healthcare-specific functionality identified in an applicable Order.

These Healthcare Terms supplement the DGT and do not replace it. Capitalized terms not defined here have the meanings given in the DGT. The applicable Order and Entitlement Record determine which healthcare Services, facilities, users, resources, modules, integrations and other Entitlements the Customer has purchased.

1. SCOPE AND APPLICABILITY

These Healthcare Terms apply only to the Customer's healthcare-related Entitlements and the healthcare-specific subject matter addressed herein.

Reference in these Healthcare Terms, documentation, demonstrations or communications to an EMR, HIE, governmental platform, eClaims service, clinical Feature or other healthcare functionality does not make that functionality part of the Customer's purchased scope unless it is included in an applicable Order or Entitlement Record.

Where an Entitlement is also subject to other Service-Specific Terms, including AI, Communications or Integration Services Terms, those terms apply concurrently to their respective subject matter.

The DGT governs all general contractual matters not specifically addressed by these Healthcare Terms. The DPA governs Personal Data processing matters within its scope. An applicable Order controls Customer-specific commercial scope, quantities, pricing, facilities, resources, dates and other commercial matters.

2. HEALTHCARE DEFINITIONS

“Facility Branch” means a separate physical healthcare facility or operating location. Common ownership or operation under the same legal entity does not by itself cause multiple physical locations to constitute one Facility Branch.

“HIE” means a health information exchange, including NABIDH, Malaffi, Riayati or a successor platform. Reference to an HIE does not mean that access to or integration with that HIE is included unless expressly purchased.

“Patient Data” means Customer Data relating to an identifiable patient or the patient's healthcare. Nothing in the Agreement transfers ownership of Patient Data to Doctorna.

“Scheduled Resource” means a person configured or enabled in the applicable Doctorna scheduling functionality as bookable or schedulable in the main appointment calendar, regardless of professional title. A Scheduled Resource may also hold an Authorized User account or perform administrative functions.

“Standard User” means a non-scheduled administrative or operational Authorized User where that licensing concept applies to the purchased healthcare Entitlements. A Standard User Entitlement does not waive a separately applicable Scheduled Resource Entitlement for the same individual.

“Clinical AI” means an AI Feature intended to assist with clinical or healthcare-related information, documentation, summarization, transcription, drafting, workflow or other healthcare-related activity.

“Acceptance Period” means the period specified in an applicable Order or SOW for validation of a healthcare implementation or deliverable or, if a healthcare implementation expressly requires acceptance and no period is specified, seven (7) Business Days.

“Business Day” means a day other than Saturday, Sunday or an official public holiday in Dubai, United Arab Emirates, unless an applicable Order expressly provides otherwise.

3. FACILITY, USER AND SCHEDULED-RESOURCE ENTITLEMENTS

Healthcare access is limited to the Facility Branches, users, Scheduled Resources, modules, integrations and other Entitlements purchased by the Customer.

An Entitlement for one Facility Branch does not authorize use for another Facility Branch unless expressly included in the applicable Order.

Where Scheduled Resource licensing applies, a person remains a Scheduled Resource while configured or enabled as bookable or schedulable within the applicable licensing scope, even if that person also has an Authorized User account or performs administrative functions.

Unless an Order expressly states otherwise, a Scheduled Resource is not treated as an included Standard User solely because that person also holds an account, and an included Standard User allowance does not waive a separately applicable Scheduled Resource requirement.

The Customer shall not repeatedly activate, deactivate, rotate, rename, share or reassign licensed facilities, users, resources or similar Entitlements primarily to avoid applicable Fees. Doctorna may permit legitimate personnel replacements and operational changes.

Applicable quantities, prices, included allowances, proration and billing treatment are determined by the applicable Order and Entitlement Record and are not fixed by these Healthcare Terms.

4. CUSTOMER HEALTHCARE RESPONSIBILITIES

The Customer retains responsibility for healthcare delivery, clinical decisions, diagnosis, treatment, prescriptions and professional judgment.

The Customer is responsible for the accuracy, completeness, legality and appropriateness of Customer Data and healthcare information entered, uploaded, selected, configured or supplied by or on behalf of the Customer.

The Customer shall obtain patient notices, consents, authorizations and lawful bases required for its healthcare activities and use of the Services.

The Customer determines appropriate roles, permissions, access rights, clinical workflows, operational configurations and personnel responsibilities.

The Customer is responsible for legal and regulatory obligations applicable specifically to the Customer, its Facility Branches and healthcare professionals.

The Customer shall maintain licenses, registrations, permits, professional credentials and insurance coverage required by Applicable Law for its healthcare operations.

Doctorna's implementation of a Customer-requested role, permission, form, workflow or configuration does not constitute certification that the Customer's configuration is clinically, legally, privacy, security or regulatorily appropriate.

Doctorna remains responsible for healthcare information, security, interoperability and other regulatory obligations that Applicable Law directly imposes on Doctorna in its capacity as provider or operator of the applicable purchased Service. This does not transfer to Doctorna obligations imposed on the Customer, its Facility Branches, healthcare professionals, Customer-Controlled Environments or third-party systems.

5. CLINICAL RESPONSIBILITY AND PROFESSIONAL JUDGMENT

Doctorna is a technology provider and does not practice medicine or replace professional clinical judgment.

The Customer and its appropriately qualified healthcare professionals remain responsible for reviewing and validating clinical information before relying upon it for patient care or other clinical purposes.

Templates, forms, workflows, checklists, alerts, prompts, reference information and sample content made available through the Services are configurable technology tools and do not constitute medical, legal or regulatory advice, professional judgment or certification.

The availability, storage, display, calculation, transmission or processing of information through the Services does not mean that Doctorna has clinically reviewed, verified or approved that information.

The Customer and its healthcare professionals remain responsible for determining whether information is complete, accurate, current and appropriate for the applicable patient and clinical context.

6. CLINICAL RECORDS AND MEDICAL ACCURACY

The Customer and its authorized healthcare professionals remain responsible for the content and clinical accuracy of medical and clinical records created, entered, imported, reviewed, amended or maintained through the Services.

Doctorna does not independently determine clinical truth, medical accuracy, diagnosis, treatment appropriateness or whether a clinical record should be corrected, amended or supplemented.

The Customer is responsible for determining whether and how a clinical or medical record should be corrected, amended or supplemented under Applicable Law and applicable professional requirements.

Where purchased functionality permits record correction, amendment, supplementation, locking, signing or audit tracking, the Customer is responsible for using those functions appropriately.

Technical assistance by Doctorna concerning clinical records is limited to the purchased Services, applicable support scope and obligations imposed directly upon Doctorna by Applicable Law.

7. CODING, BILLING, CLAIMS AND PAYER MATTERS

The Customer remains responsible for coding, billing, claims, payer requirements, medical necessity determinations, supporting documentation, authorization requests and final submission decisions.

Doctorna does not guarantee reimbursement, eligibility, authorization, pre-authorization, claim acceptance, payment, adjudication outcome, payer response or any particular financial result.

Where the Services assist with coding, claims preparation, eligibility, authorization, submission, validation or related workflows, such functionality is a technology tool and does not transfer the Customer's responsibility for final review and submission.

Third-party payer rules, coding standards, governmental requirements and external processing may change independently of Doctorna and may require configuration, updates, remapping or additional work subject to the Agreement.

8. CLINICAL AI

Clinical AI is assistive technology and does not replace professional judgment or required human review.

Clinical AI output may be incomplete, inaccurate, unsuitable, inconsistent or outdated and must be reviewed by an appropriately qualified person before clinical reliance or incorporation into a finalized clinical record.

No AI-generated content shall be treated as clinically reviewed or approved merely because it has been generated, displayed, transcribed, summarized, stored, suggested or inserted into a draft record by the Services.

The Customer and the applicable healthcare professional remain responsible for deciding whether to adopt, edit, reject, verify or rely upon Clinical AI output.

Clinical AI may use Doctorna technology and/or permitted Third-Party Services. Applicable Personal Data processing is governed by the DPA, these Healthcare Terms, applicable AI Service-Specific Terms and Applicable Law.

Doctorna does not guarantee any particular AI output, accuracy level, clinical result, diagnosis, treatment result or business outcome.

Where an AI Feature is not intended or expressly offered for a particular clinical use, the Customer shall not treat its availability as a representation that it is appropriate for that use.

9. PATIENT DATA

As between Doctorna and the Customer, the Customer retains its lawful rights and interests in Patient Data. Nothing in the Agreement transfers ownership of Patient Data to Doctorna.

Patient Data is Customer Data and remains subject to the DGT, DPA, these Healthcare Terms and Applicable Law.

The Customer represents that it has authority to provide Patient Data to Doctorna and to issue applicable processing instructions.

Doctorna will not sell identifiable Patient Data as an independent commercial product.

Doctorna may process Patient Data as reasonably necessary to provide, secure, maintain, support and administer purchased Services, carry out lawful Customer instructions and satisfy applicable legal obligations, subject to the DPA and Applicable Law.

Aggregated or appropriately de-identified information may be handled as permitted by the DGT, DPA and Applicable Law. Information shall not be treated as de-identified where it remains identifiable under Applicable Law.

10. PATIENT AND DATA-SUBJECT REQUESTS

Where Doctorna receives a request directly from a patient or other data subject concerning Customer-controlled Patient Data, Doctorna may refer the requester to the Customer where appropriate and legally permitted.

The Customer remains primarily responsible for requests applicable to its healthcare records and processing activities to the extent required by Applicable Law.

Where Applicable Law requires Doctorna to assist the Customer, Doctorna will provide reasonable assistance appropriate to Doctorna's legal role and the functionality of the purchased Services.

Material manual work, custom exports, development or extraordinary assistance beyond included functionality may be separately charged where legally permitted.

11. GOVERNMENTAL, HIE AND ECLAIMS INTEGRATIONS

Governmental, HIE, eClaims and similar integrations are included only where expressly purchased.

Reference to NABIDH, Malaffi, Riayati, eClaims or another governmental, regulatory or health-information system does not by itself make that integration an Entitlement.

Doctorna's responsibility is limited to the purchased technical scope applicable to Doctorna.

The Customer remains responsible for facility-side documentation, licensing, registrations, credentials, authorizations, approvals and other Customer-controlled prerequisites.

Doctorna does not guarantee governmental or external onboarding, testing availability, validation, approval, certification, continued authorization, processing or timing.

Completion of Doctorna's purchased technical work does not guarantee external activation or approval by a particular date.

Doctorna does not control or guarantee the availability, operation, requirements or decisions of governmental, HIE, payer or other external systems.

Provision of an Integration does not constitute certification by Doctorna of the Customer's overall regulatory compliance.

12. EXTERNAL HEALTHCARE REQUIREMENTS AND CHANGE REQUESTS

Healthcare laws, regulatory requirements, governmental specifications, HIE requirements, payer rules, coding requirements, certification processes and external technical specifications may change independently of Doctorna.

Ordinary product-wide changes that Doctorna elects to address through normal product development are governed by the DGT.

Substantial redevelopment, reimplementation, remapping, recertification, new infrastructure, new interfaces, Customer-specific configuration or other material work caused by changed external requirements may be treated as a Change Request and separately charged in accordance with the DGT.

Payment of a recurring Integration, API, maintenance or Subscription Fee does not create an unlimited entitlement to redevelopment resulting from every future external change unless expressly stated in the applicable Order.

13. HEALTHCARE DATA MIGRATION

Healthcare or clinical data migration is included only where expressly purchased.

The Customer and its legacy provider are responsible for providing lawful access and usable exports from the source system.

Doctorna may rely on source data supplied by the Customer or legacy provider and is not required to independently verify its clinical or factual accuracy.

Migration is limited to the agreed sources, data categories, date ranges, formats and mapping scope.

Doctorna does not guarantee reproduction of every legacy field, attachment, relationship, historical behavior, database structure, workflow or proprietary source-system feature.

The Customer shall review and validate migrated healthcare data during the applicable Acceptance Period.

Doctorna is not responsible for inaccuracies, omissions, corruption, duplication, inconsistent formatting, unsupported fields, missing relationships or other defects already present in source data or legacy systems.

Additional migration runs, cleanup, transformation, manual correction, additional sources or periods, custom mappings or reconciliation may be separately charged as Professional Services.

14. HEALTHCARE IMPLEMENTATION AND ACCEPTANCE

The DGT governs implementation generally. This Section supplements it for healthcare implementations requiring Customer validation.

Where Doctorna notifies the Customer that a healthcare implementation deliverable or migrated data set is ready for validation, the Customer shall validate it during the applicable Acceptance Period and report material Doctorna-attributable nonconformities with sufficient detail.

Doctorna may correct a confirmed material nonconformity within purchased scope using a commercially reasonable method.

Minor defects, cosmetic issues, non-material configuration requests, unsupported legacy fields, source-data defects or architecture differences that do not materially prevent the expressly intended production use do not prevent acceptance.

A healthcare implementation deliverable is deemed accepted upon the earliest of written acceptance, production use, processing of live data, or expiry of the applicable Acceptance Period without a reported material Doctorna-attributable nonconformity.

Acceptance closes the applicable implementation milestone and does not create an additional warranty.

Go-Live is an operational milestone and does not by itself modify the Subscription Start Date, Commitment Period or Fees.

15. CUSTOMER DELAY, TRAINING AND HEALTHCARE DEPENDENCIES

Healthcare implementation may depend upon Customer personnel, legacy-system providers, laboratories, insurers, governmental authorities, telecommunications providers and other third parties.

Where implementation, migration, training, validation, Integration or Go-Live is delayed because of incomplete or delayed Customer information, decisions, approvals, personnel, data, credentials, access, infrastructure, legacy providers, governmental authorities, Third-Party Services or another circumstance outside Doctorna's reasonable control, Doctorna may reasonably reschedule affected activities.

Such delay does not automatically create a refund, credit, free extension, postponement of recurring Fees or modification of the Subscription Start Date.

Substantial rescheduling, repeated work or remobilization caused by Customer-attributable delay may be treated as a Change Request.

The Customer is responsible for ensuring appropriate personnel attend included training and for internally training additional or replacement personnel unless additional Doctorna training is purchased.

Repeated training, additional sessions, new-employee training, on-site visits or specialized training beyond purchased scope may be separately charged.

16. CLINICAL CONTINUITY AND TECHNOLOGY UNAVAILABILITY

The Customer shall maintain appropriate operational and clinical continuity procedures for emergencies, downtime, connectivity failure, device failure, external-system unavailability or other circumstances in which technology is unavailable or impaired.

Doctorna backups and recovery measures are not a substitute for clinical continuity procedures or Customer records that the Customer is legally or operationally required to maintain independently.

The Customer remains responsible for ensuring that its healthcare professionals know how to continue appropriate patient care when a Service, Integration, HIE, payer system, communications service or local infrastructure is unavailable.

Nothing in the Agreement constitutes a guarantee that technology will be continuously available for emergency or time-critical clinical care.

17. HEALTHCARE SECURITY AND ACCESS RESPONSIBILITIES

The security provisions of the DGT and DPA apply to healthcare Services.

The Customer remains responsible for Customer-controlled credentials, devices, networks, endpoints, personnel, role assignments and security configurations.

The Customer is responsible for determining which personnel should have access to Patient Data and which clinical or administrative permissions are appropriate.

Availability of role-based access, audit logs, security controls or other technical functionality does not transfer to Doctorna the Customer's responsibility for personnel monitoring, access administration or determining appropriate permissions.

Use of the Services or of a particular technical or security control does not constitute certification of the Customer's overall healthcare, privacy, cybersecurity or regulatory compliance.

18. AUDIT AND ACCESS LOGS

Doctorna may maintain audit, security, access and operational logs as reasonably necessary for operation, security, troubleshooting, fraud prevention and compliance.

Availability, content, granularity and retention of particular Customer-facing logs are subject to purchased functionality, Doctorna practices and Applicable Law unless specifically agreed otherwise.

System, security or internal operational logs may constitute System Data or Doctorna Technology to the extent provided in the DGT and DPA.

Audit functionality does not transfer to Doctorna the Customer's responsibility for monitoring personnel, administering access or determining permissions.

19. BACKUPS AND RECOVERY COPIES

Patient Data may be included in backup, redundancy and recovery systems in accordance with the DGT, DPA and Applicable Law.

Backup copies are primarily maintained for continuity and recovery and are not independently searchable Customer archives unless expressly stated.

Deletion from active systems may not immediately remove backup copies where immediate deletion is not reasonably practicable, provided retained copies remain subject to applicable security, retention and lawful-use requirements.

Unless expressly agreed in an applicable SLA, Doctorna does not guarantee zero data loss, exact point-in-time restoration, a fixed recovery time or a fixed recovery point.

20. RETENTION, PRESERVATION AND LEGAL HOLDS

Patient Data and healthcare records may be subject to mandatory retention, preservation, access or deletion requirements under Applicable Law.

Doctorna may preserve Customer Data beyond an ordinary retention or deletion period where reasonably necessary for a legal hold, regulatory requirement, court order, governmental request, investigation, dispute preservation or other lawful obligation.

Such preservation does not create continued operational access after suspension, expiry or termination unless required by Applicable Law or expressly agreed.

Doctorna does not undertake indefinite retention unless legally required or expressly purchased.

Where lawful and consistent with the DPA and applicable healthcare requirements, Doctorna may delete, anonymize or render data inaccessible in accordance with applicable processes after the relevant retention or preservation requirements have been satisfied.

21. EXPIRY, TERMINATION AND HEALTHCARE DATA EXIT

Following expiry or termination of an applicable healthcare Entitlement, Patient Data access, export, retention, preservation, return and deletion are governed by the DGT, DPA, these Healthcare Terms and Applicable Law.

Suspension, expiry or termination does not authorize deletion or destruction of Patient Data where continued preservation is legally required.

Expiry or termination does not entitle the Customer to Doctorna source code, proprietary database schemas, internal database structures, algorithms, system architecture, proprietary metadata or other Doctorna Technology.

Standard export and exit rights are governed by the DGT. Custom migration, transformation, competitor-specific formatting, transition assistance, additional extraction or other work beyond included functionality may be separately charged where legally permitted.

Nothing in the Agreement permits Doctorna to withhold preservation, return, access or export that Applicable Law requires Doctorna to provide regardless of payment status.

22. LAWFUL GOVERNMENTAL AND REGULATORY REQUESTS

Doctorna may comply with lawful governmental, judicial, regulatory or supervisory requests, orders and requirements in accordance with Applicable Law and the DPA.

To the maximum extent permitted by Applicable Law, Doctorna shall not incur contractual liability merely because it acts in good faith to comply with a request, order or requirement that Doctorna reasonably believes to be lawful and applicable.

Nothing in this Section limits liability that cannot lawfully be excluded.

Where legally permitted and reasonably practicable, Doctorna may notify the Customer of a request affecting Customer-controlled Patient Data, subject to restrictions imposed by law, governmental authorities, security considerations or the nature of the request.

23. HEALTHCARE-SPECIFIC DISCLAIMERS

Without limiting the DGT, Doctorna does not warrant or represent that use of the Services by itself establishes the Customer's compliance with healthcare laws, licensing requirements, professional standards, accreditation requirements, HIE requirements, payer requirements, reimbursement rules or other obligations applicable specifically to the Customer.

Doctorna does not guarantee governmental approval, certification, onboarding, continued authorization, reimbursement, claim acceptance, payer response, clinical outcome or regulatory approval unless an express commitment concerning a specific matter is included in an applicable Order and is within Doctorna's contractual control.

Healthcare-specific templates, workflows, forms, reports, alerts, rules, sample content and configuration options are technology tools and do not constitute legal, medical or regulatory advice.

24. RELATIONSHIP WITH OTHER AGREEMENT DOCUMENTS

These Healthcare Terms form part of the Agreement only for applicable healthcare-related Entitlements.

The DGT remains the master contractual framework. The DPA governs Personal Data processing matters within its scope. Applicable AI, Communications, Integration or other Service-Specific Terms may apply concurrently where the purchased Entitlement involves those technologies or risk categories.

An applicable Order controls Customer-specific commercial matters, including purchased healthcare Entitlements, Facility Branches, users, Scheduled Resources, capacities, integrations, Fees, discounts, billing cycles, Subscription Start Dates, Commitment Periods and renewal terms.

In an actual irreconcilable conflict, the subject-matter precedence rules in the DGT apply. These Healthcare Terms do not modify unrelated Services or Entitlements.

Healthcare-specific pricing is not established by these Healthcare Terms and remains governed by the applicable Order, Purchase Confirmation or Entitlement Record.

25. SURVIVAL

Provisions of these Healthcare Terms concerning clinical responsibility, Patient Data, clinical records, data-subject requests, regulatory obligations, retention, preservation, data exit, healthcare-specific disclaimers and other provisions that by their nature are intended to continue shall survive expiry or termination for the period applicable to their nature or required by Applicable Law.

All other survival matters are governed by the DGT.

END OF DOCTORNA HEALTHCARE & CLINICAL SERVICES TERMS
Version HCST-2026.1

PART III

COMMUNICATIONS SERVICES TERMS

CST-2026.1

These Communications Services Terms (“Communications Terms”) are Service-Specific Terms under the Doctorna Global Terms & Conditions (“DGT”). They apply only to purchased Entitlements involving messaging, social-media communications, email, SMS, telephony, calling, channel inboxes, templates or related communications functionality.

These Communications Terms supplement the DGT. The applicable Order and Entitlement Record determine the channels, accounts, numbers, capacities, allowances and communications functionality purchased by the Customer.

1. SCOPE AND CHANNELS

Communications Services may include WhatsApp, Meta platforms, Facebook, Instagram, Messenger, email, SMS, telephony, voice calling and other supported communications channels. A channel is included only if identified in the applicable Order or Entitlement Record. Availability of a connector, icon, account option, demo or technical capability does not create an Entitlement.

2. CUSTOMER AS COMMUNICATIONS PRINCIPAL

The Customer is responsible for determining the recipients, content, timing, purpose and lawful basis of communications initiated through Customer-controlled workflows, campaigns, accounts or instructions. Doctorna provides technology and does not become the Customer's marketing agency, healthcare provider, telecommunications carrier or sender merely because the Services facilitate communications, except to the extent Applicable Law assigns Doctorna a specific role.

3. CONSENTS, PERMISSIONS AND RECIPIENT RIGHTS

The Customer is responsible for obtaining and maintaining legally required consents, permissions, notices, opt-ins and other authorizations for its communications and for honoring applicable opt-out, unsubscribe, suppression and recipient-right requirements. The Customer shall not use the Services for unlawful spam, deceptive communications, harassment or communications prohibited by Applicable Law or applicable channel rules.

4. CUSTOMER CHANNEL ACCOUNTS

Where a Service depends on a Customer-owned or Customer-controlled channel account, business portfolio, page, phone number, sender identity, domain, template account or similar asset, the Customer is responsible for maintaining ownership, access, credentials, verification, payment status, permissions and compliance for that asset unless the applicable Order expressly states otherwise.

5. THIRD-PARTY CHANNEL RULES

Third-party communications providers may impose their own terms, acceptable-use rules, messaging categories, template requirements, quality ratings, sending limits, verification requirements, pricing, technical restrictions and enforcement decisions. The Customer shall comply with rules applicable to its accounts and communications. Doctorna does not control third-party policy interpretation or enforcement.

6. APPROVALS, TEMPLATES AND ACCOUNT STATUS

Doctorna does not guarantee approval of templates, sender identities, business accounts, phone numbers, campaigns, messaging categories or other third-party approvals. Doctorna does not guarantee reinstatement following restriction, suspension, rejection or termination by a Third-Party Service. Assistance with an appeal or support case does not guarantee its outcome.

7. DELIVERY AND MESSAGE STATUS

Message, email, SMS, call and notification delivery may depend on recipient devices, carrier networks, internet connectivity, provider routing, spam filtering, channel rules, account quality, template status and other factors outside Doctorna's control. Doctorna does not guarantee delivery, receipt, opening, response, call completion or a particular delivery time unless expressly stated in an applicable SLA.

8. COMMUNICATIONS CONTENT

The Customer is responsible for Customer-provided or Customer-approved communications content, templates, media, attachments, links, offers, claims and instructions. Doctorna does not independently verify the legal, clinical, advertising, intellectual-property or regulatory accuracy of Customer content unless expressly agreed.

9. AUTOMATED COMMUNICATIONS

Where the Customer enables automated messages, calls, follow-ups, reminders, routing, responses or workflows, the Customer is responsible for configuring, authorizing, testing and appropriately supervising those automations. Automated communications using AI Features are additionally subject to applicable AI Services Terms.

10. TELEPHONY AND VOICE SERVICES

Telephony and voice functionality may depend on carriers, SIP providers, number providers, cloud communications providers and local telecommunications requirements. Number availability, portability, caller identification, emergency calling capability, recording capability, call quality, routing and geographic availability may vary. Unless expressly stated otherwise, the Services are not an emergency calling service and must not be relied upon as the Customer's sole method for emergency communications.

11. CALL RECORDING AND MONITORING

Where call recording, transcription, monitoring or analysis is enabled, the Customer is responsible for determining whether notice, consent or other authorization is required and for configuring its operations accordingly. Doctorna does not determine the Customer's jurisdiction-specific recording obligations. Processing of Personal Data is subject to the DPA.

12. CHANNEL ALLOWANCES AND USAGE

Messaging, calling, number, template, conversation, minute, email, SMS or similar allowances are governed by the applicable Order and Entitlement Record. Unused allowances have no cash value and expire unless carry-over is expressly provided. Third-party pass-through charges, usage fees and taxes may apply unless expressly included.

13. EXTERNAL CHANGES AND DISCONTINUATION

Third-party providers may change APIs, pricing, policies, authentication, templates, messaging categories, technical requirements or available functionality. Doctorna may modify, restrict, suspend, replace or discontinue an affected Integration or workflow where reasonably necessary. Material redevelopment or Customer-specific work caused by external changes may be separately charged under the DGT.

14. SECURITY AND FRAUD

The Customer shall protect communications credentials, tokens, phone numbers, domains and administrator access. Doctorna may restrict or suspend affected functionality where reasonably necessary to address suspected fraud, abuse, account compromise, unlawful traffic, security risk or third-party enforcement.

15. HEALTHCARE COMMUNICATIONS

Where communications contain Patient Data or support healthcare operations, the Healthcare & Clinical Services Terms and DPA apply to their respective subject matter. Communications functionality does not replace the Customer's responsibility for appropriate clinical escalation, emergency procedures or patient-contact practices.

16. NO COMMUNICATIONS OUTCOME WARRANTY

Doctorna does not guarantee channel approval, audience reach, response rate, conversion, lead generation, appointment attendance, sales, revenue, deliverability, third-party account status or any other communications or marketing outcome.

17. RELATIONSHIP WITH OTHER DOCUMENTS

The DGT governs general contractual matters; the DPA governs Personal Data processing; applicable AI Terms govern AI-enabled communications; Integration Terms govern applicable external integrations; Healthcare Terms govern healthcare-specific subject matter. The Order controls Customer-specific channels, quantities, allowances, Fees and commercial scope.

PART IV

AI SERVICES TERMS

AIST-2026.1

These AI Services Terms (“AI Terms”) are Service-Specific Terms under the DGT and apply only to purchased or enabled Entitlements involving artificial intelligence, machine learning, generative AI, transcription, summarization, classification, recommendations, automated replies, AI calling, AI-assisted documentation or other AI-enabled functionality.

1. SCOPE

AI Features are included only where purchased, enabled or otherwise made available as part of an applicable Entitlement. Visibility, demonstration, preview or technical availability does not create a permanent paid Entitlement.

2. ASSISTIVE TECHNOLOGY

AI Features are assistive technology. Outputs may be inaccurate, incomplete, inconsistent, unsuitable, outdated or unexpected. The Customer remains responsible for evaluating outputs and deciding whether and how to use them.

3. HUMAN REVIEW

The Customer shall apply human review appropriate to the use case, risk and Applicable Law. The Customer shall not treat AI output as independently verified merely because it was generated, displayed, stored, transcribed, summarized or inserted by the Services.

4. AUTOMATED ACTIONS

Where the Customer enables AI to send communications, place or handle calls, create or modify records, classify leads, book appointments, trigger workflows, make recommendations or perform other automated actions, the Customer is responsible for configuring, authorizing, testing and appropriately supervising those actions.

5. PROFESSIONAL AND REGULATED USE

AI Features do not constitute legal, medical, financial or other regulated professional advice from Doctorna. For Clinical AI or healthcare-related use, the Healthcare & Clinical Services Terms apply in addition to these AI Terms.

6. CUSTOMER INPUTS AND INSTRUCTIONS

The Customer is responsible for the lawfulness, accuracy and appropriateness of prompts, inputs, instructions, knowledge sources, configurations and data supplied to AI Features and for having required rights and permissions.

7. AI OUTPUTS

Subject to the Agreement and Applicable Law, the Customer may use outputs generated for it through purchased AI Features. Doctorna does not represent that outputs are unique, non-infringing, protectable by intellectual-property law or free from similarity to outputs generated for others.

8. THIRD-PARTY AI PROVIDERS

AI Features may use Doctorna technology and/or Third-Party Services. Model providers, capabilities, routing and technical architecture may change over time. Doctorna does not guarantee continued availability of a particular third-party model or provider unless expressly stated in an Order.

9. PERSONAL DATA AND AI

Processing of Personal Data through AI Features is governed by the DPA, applicable Service-Specific Terms, Applicable Law and the actual technical architecture of the relevant Feature. No commitment concerning training, retention, residency, provider use or deletion of identifiable Customer Data is created merely by marketing language or by these AI Terms unless expressly stated in the DPA, applicable Order or documented service terms.

10. SAFETY AND RESTRICTED USE

The Customer shall not intentionally use AI Features to facilitate unlawful, fraudulent, abusive or materially harmful activity, bypass safeguards or access controls, or make uses prohibited by the DGT or Applicable Law.

11. USAGE LIMITS

AI Features may be subject to limits based on calls, minutes, tokens, messages, generations, documents, users, capacity or other units stated in the Order or Entitlement Record. Additional capacity or usage may require additional Fees.

12. MODEL AND FEATURE CHANGES

Doctorna may update, replace, route between or discontinue underlying models or AI components for security, quality, availability, technical, legal, third-party or product reasons, subject to the DGT and any express committed functionality.

13. NO OUTCOME OR ACCURACY GUARANTEE

Doctorna does not guarantee a particular output, accuracy level, response, classification, transcription quality, recommendation, conversion, clinical result, financial result or business outcome.

14. CUSTOMER VALIDATION AND TESTING

The Customer is responsible for reasonable validation of AI configurations before material operational reliance and for monitoring ongoing use appropriate to the relevant risk. Changes to Customer data, workflows, external providers or model behavior may affect results.

15. AI PHONE AND AI COMMUNICATIONS

AI calling, voice agents, automated replies and similar Features are also subject to the Communications Services Terms. The Customer remains responsible for lawful recipient contact, recording or monitoring requirements, scripts, escalation rules and supervision.

16. CLINICAL AI

Clinical AI is additionally governed by the Healthcare & Clinical Services Terms. A generated clinical note, summary, suggestion or transcription is not clinically approved merely because it is generated or inserted into a record.

17. RELATIONSHIP WITH OTHER DOCUMENTS

The DGT governs general matters; the DPA governs Personal Data processing; Healthcare Terms apply to clinical use; Communications Terms apply to AI communications; Integration Terms apply to external AI or data integrations; and the Order controls purchased AI Entitlements, quantities, limits and Fees.

PART V

INTEGRATION SERVICES TERMS

IST-2026.1

These Integration Services Terms (“Integration Terms”) are Service-Specific Terms under the DGT. They apply only to purchased Entitlements involving APIs, connectors, interfaces, data exchange, external systems, governmental systems or other integrations.

1. SCOPE

Only Integrations expressly purchased or included in an Order or Entitlement Record are part of the Services. Technical compatibility, a listed connector, demo, roadmap item or prior implementation for another customer does not create an Entitlement.

2. CUSTOMER AUTHORIZATION

By enabling or requesting an Integration, the Customer authorizes Doctorna to exchange Customer Data with the relevant external system as reasonably necessary to provide the purchased Integration, subject to the DPA and Applicable Law.

3. CUSTOMER PREREQUISITES

The Customer is responsible for obtaining and maintaining external accounts, licenses, credentials, API access, approvals, permissions, subscriptions, network access and other Customer-controlled prerequisites unless expressly included.

4. THIRD-PARTY DEPENDENCIES

External systems remain subject to their providers' terms, policies, technical requirements, security, pricing, availability and decisions. Doctorna does not control or warrant third-party availability, performance, security, pricing, approval or continued compatibility.

5. INTEGRATION LIVE DATE

Where an Order uses an Integration Live Date, it means the date Doctorna confirms that its purchased integration work has been completed and made available for production use. Customer acknowledgment or actual use is not required unless the Order expressly provides otherwise. Any recurring Integration/API Fee begins as stated in the Order.

6. FEES AND BILLING

Integration implementation Fees, recurring Integration/API Fees, third-party charges and usage charges are determined by the applicable Order. An Integration may have a billing cycle separate from another Subscription and may be co-termed or prorated where stated in the Order or Purchase Confirmation.

7. EXTERNAL CHANGES

API changes, deprecations, new authentication, external redesigns, security changes, certification changes, governmental requirements or provider discontinuation may require modification, interruption, replacement or discontinuation of an Integration.

8. REDEVELOPMENT AND CHANGE REQUESTS

Recurring Integration or API Fees do not include unlimited redevelopment. Substantial redevelopment, reimplementation, remapping, recertification, new infrastructure, replacement connectors or Customer-specific work caused by external changes may be separately scoped and charged as a Change Request or Professional Services.

9. DATA MAPPING AND VALIDATION

Where an Integration maps or transforms data, the Customer is responsible for validating Customer-specific mappings and intended downstream use. Doctorna may rely on data and specifications supplied by the Customer or external provider and does not independently verify their factual, clinical or commercial accuracy unless expressly agreed.

10. RATE LIMITS AND EXTERNAL CAPACITY

Integration performance may be affected by third-party rate limits, quotas, latency, maintenance, outages, throttling, data limits or account restrictions. Such external limitations do not create an obligation for Doctorna to provide capacity beyond the purchased scope.

11. SECURITY AND CREDENTIALS

The Customer shall protect external credentials, tokens, certificates and integration secrets under its control. Doctorna may rotate, restrict or disable integration credentials under Doctorna's control where reasonably necessary for security or compliance.

12. GOVERNMENTAL AND HEALTHCARE INTEGRATIONS

NABIDH, Malaffi, Riayati, eClaims and similar healthcare integrations are additionally subject to the Healthcare & Clinical Services Terms. Doctorna does not guarantee external approval, certification, testing availability or timing.

13. SUSPENSION OR DISCONTINUATION

Doctorna may restrict, suspend, modify or discontinue an affected Integration where an external provider discontinues access, changes requirements, creates material security or legal risk, or where continued operation is not reasonably feasible. Unrelated Entitlements remain unaffected unless technically dependent.

14. NO PERMANENT COMPATIBILITY WARRANTY

Doctorna does not warrant permanent compatibility with any external system, API, provider version, authentication method, data format or third-party workflow.

15. RELATIONSHIP WITH OTHER DOCUMENTS

The DGT governs general contractual matters; the DPA governs Personal Data processing; applicable Healthcare, AI or Communications Terms govern their respective subject matter; and the Order controls Integration scope, Fees, dates, quantities and commercial terms.

PART VI

GLOBAL DATA PROCESSING ADDENDUM

DPA-2026.1

Version: DPA-2026.1

Effective Date: 1 October 2026

This Data Processing Addendum (“DPA”) forms part of the agreement governing the Customer’s use of Doctorna Services (“Agreement”) and applies to the extent Doctorna processes Personal Data on behalf of the Customer.

Capitalized terms not defined in this DPA have the meanings assigned to them in the Agreement.

1. SCOPE

This DPA applies only to Processing of Personal Data by Doctorna on behalf of the Customer in connection with the Services.

It does not apply to information for which Doctorna independently determines the purposes and essential means of Processing, including, where legally applicable, certain account administration, billing, fraud prevention, security, legal compliance and Doctorna business-administration activities.

Nothing in this DPA designates Doctorna as Processor for Processing for which Doctorna is legally a Controller or otherwise acts in an independent capacity.

2. ROLES OF THE PARTIES

For Customer Personal Data Processed by Doctorna on behalf of the Customer:

Customer acts as Controller or Processor, as applicable; and

Doctorna acts as Processor or Subprocessor, as applicable.

The parties acknowledge that legal roles are determined by the actual Processing activities and Applicable Data Protection Law and not solely by contractual labels.

Where Customer acts as Processor on behalf of another Controller, Customer represents that it is authorized to appoint Doctorna as its Subprocessor and to provide the instructions contained in the Agreement.

3. CUSTOMER RESPONSIBILITY

Customer is responsible for:

the lawfulness of Customer Personal Data;

determining appropriate lawful bases for Processing;

providing legally required notices;

obtaining legally required consents and authorizations;

responding to Data Subjects except to the extent Doctorna is required to assist;

determining whether the Services are appropriate for Customer’s intended Processing;

Customer’s instructions;

Customer-controlled integrations and systems;

Customer users and permissions; and

compliance obligations applicable specifically to Customer as Controller.

Customer represents that it has all rights, authorizations and lawful bases necessary to provide Personal Data to Doctorna and instruct Doctorna to Process it.

Doctorna is not responsible for independently determining whether Customer has obtained every consent, notice, authorization or lawful basis required for Customer’s activities.

4. PROCESSING INSTRUCTIONS

Doctorna shall Process Customer Personal Data only:

to provide, secure, support, maintain and operate the Services;

in accordance with the Agreement;

in accordance with Customer’s documented lawful instructions; or

where required by Applicable Law.

The Agreement, Customer configuration of the Services, authorized use of functionality, Orders, support requests and other documented directions constitute Customer instructions.

Customer shall ensure its instructions comply with Applicable Data Protection Law.

If Doctorna reasonably believes an instruction violates Applicable Data Protection Law, Doctorna may inform Customer and suspend performance of the affected instruction to the extent reasonably necessary while the issue is evaluated.

Doctorna is not required to follow an instruction that would require Doctorna to violate Applicable Law.

5. DETAILS OF PROCESSING

The subject matter, nature and purpose of Processing generally consist of providing the Services purchased by Customer.

Processing may include collection, recording, organization, storage, retrieval, consultation, transmission, communication, analysis, structuring, hosting, modification, deletion and other operations reasonably necessary to provide the Services.

Processing continues for the applicable Subscription Term and thereafter only as permitted or required under the Agreement, this DPA or Applicable Law.

Specific Processing details may be described in Schedule 1.

6. CUSTOMER DATA CATEGORIES

Depending upon Customer’s configuration and use of the Services, Customer Personal Data may include:

contact information;

lead and customer information;

communications;

appointment information;

CRM records;

interaction history;

marketing information;

campaign and attribution information;

support information;

documents and attachments;

user information;

technical and usage information;

and other information Customer elects to Process through the Services.

Where Customer uses Doctorna in a healthcare context, Customer Personal Data may include health-related or other sensitive/special-category information.

Customer determines which Personal Data it submits to the Services.

7. DATA SUBJECTS

Data Subjects may include, depending upon Customer’s use:

Customer personnel;

Authorized Users;

patients;

prospective patients;

leads;

customers;

prospective customers;

contacts;

healthcare professionals;

contractors;

suppliers; and

other individuals whose Personal Data Customer chooses to Process using the Services.

8. CONFIDENTIALITY

Doctorna shall ensure persons authorized to Process Customer Personal Data are subject to appropriate confidentiality obligations.

Access shall be limited according to legitimate operational requirements.

9. SECURITY

Doctorna shall implement and maintain appropriate technical and organizational measures designed to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or unauthorized access, taking into account factors required by Applicable Data Protection Law.

Security measures may evolve over time as technologies, threats and Services change.

Doctorna may modify security measures provided that such modification does not materially reduce the overall level of protection required under Applicable Data Protection Law.

No security program eliminates all risk.

Nothing in this DPA constitutes a guarantee that a security incident will never occur.

10. CUSTOMER SECURITY RESPONSIBILITIES

Customer is responsible for security matters under its control, including:

credentials;

password practices;

endpoint devices;

Customer networks;

user permissions;

administrator permissions;

Customer Systems;

Customer-controlled Integrations;

Customer-selected third-party applications;

and appropriate configuration of available security controls.

Customer shall use reasonable measures to prevent unauthorized access to the Services.

11. PERSONAL DATA BREACH

Doctorna shall notify Customer of a confirmed Personal Data Breach affecting Customer Personal Data where and within the period required by Applicable Data Protection Law applicable to Doctorna’s role as Processor.

Doctorna shall provide information reasonably available to Doctorna that Customer reasonably requires to meet applicable breach-notification obligations.

Information may be provided in phases as investigation progresses.

Notification of an incident does not constitute an admission of fault, liability or violation.

Doctorna is not required to notify Customer of unsuccessful attacks, probes, scans, failed login attempts or other events that do not constitute a reportable Personal Data Breach under Applicable Data Protection Law.

Customer remains responsible for notifications that Applicable Law requires Customer, in its capacity as Controller, to make to Data Subjects, regulators or other persons, except where Applicable Law directly requires Doctorna to notify such persons.

12. SUBPROCESSORS

Customer grants Doctorna general authorization to engage Subprocessors to Process Customer Personal Data for purposes of providing the Services.

Doctorna shall impose appropriate data-protection obligations on Subprocessors as required by Applicable Data Protection Law.

Doctorna may maintain a current Subprocessor List through its website, trust center, DPA page or another reasonable electronic location.

Where Applicable Data Protection Law requires notice of a new Subprocessor, Doctorna may provide such notice electronically or by updating the applicable Subprocessor mechanism.

Where Applicable Data Protection Law gives Customer a legally required right to object, Customer must submit a substantiated written objection based on legitimate data-protection grounds within the applicable notice period.

The parties shall attempt in good faith to address a valid objection.

If a reasonable solution cannot be achieved, Doctorna may, where permitted by Applicable Law:

avoid use of the Subprocessor for the affected Processing;

modify the affected Service;

offer an alternative reasonably available configuration; or

permit termination of only the materially affected Service.

A Subprocessor objection does not create a general right to terminate unrelated Services and does not create a refund except where mandatory Applicable Law requires otherwise.

13. INTERNATIONAL DATA TRANSFERS

Customer authorizes Doctorna and its authorized Subprocessors to Process Customer Personal Data in jurisdictions reasonably necessary to provide the Services, subject to Applicable Data Protection Law.

Where Applicable Data Protection Law requires a specific transfer mechanism, the parties shall use an applicable legally recognized mechanism.

Doctorna does not guarantee Processing exclusively within any particular jurisdiction unless an applicable Order expressly purchases and identifies a specific Data Residency commitment.

For health data or health information relating to healthcare services provided within the United Arab Emirates, the foregoing does not authorize storage, processing, generation or transfer outside the United Arab Emirates where prohibited by Applicable Law. Any permitted exception, approval or cross-border arrangement remains subject to the requirements of Applicable Data Protection Law and the competent Health Authority.

14. EUROPEAN ECONOMIC AREA TRANSFERS

Where Customer Personal Data subject to the EU GDPR is transferred to a recipient in a third country and Applicable Data Protection Law requires Standard Contractual Clauses, the then-applicable European Commission Standard Contractual Clauses may be incorporated into this DPA to the extent required.

The applicable module shall be determined according to the parties’ actual legal roles.

The SCCs apply only to Processing and transfers within their legally required scope.

Nothing in the SCCs modifies unrelated commercial provisions of the Agreement except where the SCCs expressly require otherwise.

If a conflict exists between mandatory provisions of applicable SCCs and this DPA or the Agreement with respect to a transfer governed by the SCCs, the mandatory SCC provisions prevail solely to the extent of that conflict.

15. UNITED KINGDOM TRANSFERS

Where UK Applicable Data Protection Law requires an international-transfer safeguard, the applicable UK International Data Transfer Agreement or UK Addendum to the EU SCCs may apply as legally appropriate.

Any such instrument applies solely to the Processing and transfer for which it is legally required.

The remainder of the Agreement continues to be governed by its existing governing-law and jurisdiction provisions except where mandatory law expressly requires otherwise.

16. OTHER JURISDICTIONS

Where Applicable Data Protection Law in another jurisdiction requires additional contractual safeguards for international transfers or Processor arrangements, the parties shall apply the legally required safeguards to the minimum extent necessary.

Such requirements do not modify unrelated provisions of the Agreement.

17. DATA SUBJECT REQUESTS

If Doctorna receives a request directly from a Data Subject relating to Customer Personal Data for which Customer is Controller, Doctorna may direct the Data Subject to Customer unless Applicable Law requires Doctorna to respond directly.

Taking into account the nature of Processing and functionality available within the Services, Doctorna shall provide reasonable assistance required by Applicable Data Protection Law to enable Customer to respond to applicable Data Subject requests.

Where Customer can fulfill a request itself using functionality provided by the Services, Customer shall use that functionality before requesting manual assistance from Doctorna.

Assistance requiring material manual effort, custom development, custom extraction or activity beyond Doctorna’s legally required Processor obligations may be subject to reasonable Fees where permitted by Applicable Law.

18. REGULATORY ASSISTANCE

Taking into account the nature of Processing and information available to Doctorna, Doctorna shall provide assistance required of a Processor under Applicable Data Protection Law regarding:

security obligations;

Personal Data Breaches;

data-protection impact assessments; and

legally required prior consultation with regulators.

Customer remains responsible for its obligations as Controller.

Assistance beyond Doctorna’s legally required Processor obligations or requiring substantial Customer-specific professional services may be charged at Doctorna’s then-current rates where permitted by Applicable Law.

19. AUDITS AND COMPLIANCE INFORMATION

Doctorna shall make available information reasonably necessary to demonstrate compliance with legally applicable Processor obligations.

Where reasonably sufficient, Doctorna may satisfy Customer audit requirements by providing available:

security documentation;

certifications;

independent audit reports;

questionnaires;

compliance documentation; or

other relevant information.

Customer shall first review available documentation before requesting an additional audit.

Any audit must, to the extent permitted by Applicable Law:

be reasonably necessary;

be conducted during normal business hours;

be subject to reasonable advance notice;

avoid unreasonable disruption;

protect Doctorna and other customers’ confidentiality and security;

not provide access to other customers’ information;

not require disclosure of information that would materially compromise system security; and

be performed by Customer or an independent qualified auditor subject to appropriate confidentiality obligations.

Unless Applicable Law requires otherwise, Customer shall bear its own audit costs and reimburse Doctorna for reasonable costs arising from extraordinary, repetitive or Customer-specific audit requests.

Nothing requires Doctorna to disclose source code, penetration-testing secrets, vulnerability information that would materially increase security risk, other customers’ information or Doctorna trade secrets beyond what Applicable Law strictly requires.

20. GOVERNMENT AND LAW-ENFORCEMENT REQUESTS

Doctorna may disclose Customer Personal Data where legally required by binding law, court order or lawful governmental demand.

Where legally permitted and reasonably practicable, Doctorna may notify Customer before disclosure.

Doctorna may challenge requests that it reasonably considers unlawful or disproportionate but does not undertake an unconditional obligation to litigate every governmental request.

21. RETURN AND DELETION

Upon termination or expiry of the applicable Services and where required by Applicable Data Protection Law, Doctorna shall, at Customer's choice, delete or return Customer Personal Data, subject to the Agreement, unless Applicable Law requires or permits continued retention.

Where the Services provide standard export functionality, Customer should use the then-supported standard export mechanism before termination or expiry where reasonably practicable. Custom migration, transformation, competitor-specific formatting, manual extraction or transition assistance beyond standard functionality may be separately scoped and charged where legally permitted.

Deletion from active production systems does not require immediate deletion from backups, disaster-recovery systems, security records, audit records or legal holds where immediate deletion is not reasonably practicable or where continued retention is permitted or required by Applicable Law. Retained copies shall remain protected from unauthorized use and shall remain subject to applicable confidentiality, security and data-protection obligations until deletion or lawful disposition.

22. DATA RETENTION

Doctorna may retain Customer Personal Data during the Subscription Term and thereafter in accordance with:

the Agreement;

applicable Service retention practices;

backup cycles;

security requirements;

legal requirements; and

Applicable Data Protection Law.

No specific retention period is contractually guaranteed unless expressly stated in an applicable Order or Service-Specific Term.

Customer is responsible for exporting information it wishes to retain before access expires where standard export functionality is available.

23. DE-IDENTIFIED AND AGGREGATED DATA

Subject to Applicable Data Protection Law, Doctorna may generate and use aggregated, statistical or de-identified information derived from use of the Services where such information does not reasonably identify Customer or an identifiable individual.

Such information may be used for:

security;

fraud prevention;

service analytics;

performance measurement;

product improvement;

capacity planning;

benchmarking at an aggregated level; and

business intelligence.

Doctorna shall not use this provision as authorization to re-identify information contrary to Applicable Data Protection Law.

24. AI AND CUSTOMER PERSONAL DATA

Where AI Features Process Customer Personal Data on Customer’s behalf, such Processing is subject to this DPA.

Doctorna may use third-party AI or machine-learning providers as Subprocessors where appropriate.

Applicable Subprocessor and international-transfer requirements continue to apply.

Customer is responsible for determining whether particular categories of Personal Data should be submitted to or processed through optional AI Features and for configuring those features appropriately.

Any specific commitment regarding model training, retention of prompts or outputs, provider use of Customer Personal Data, or AI Data Residency applies only where expressly documented by Doctorna based on the actual AI architecture and applicable provider arrangements.

No broader AI-data commitment is implied.

25. SENSITIVE AND HEALTH DATA

Customer acknowledges that certain Customer Personal Data may be subject to heightened legal requirements, including health information or other sensitive/special-category Personal Data.

Customer is responsible for determining whether it is legally permitted to Process such information using the Services and for satisfying Customer-specific legal bases, notices, consents and regulatory obligations.

Doctorna shall apply Processor obligations required by Applicable Data Protection Law applicable to Doctorna.

Availability of the Services for healthcare organizations does not constitute a representation that every feature is automatically compliant with every healthcare or health-data law in every jurisdiction.

Any jurisdiction-specific healthcare compliance commitment must be expressly documented where required.

26. CUSTOMER INSTRUCTIONS REQUIRING ADDITIONAL SERVICES

If Customer requests a Processing change requiring substantial development, migration, infrastructure changes, dedicated hosting, Customer-specific residency, additional certifications, extensive audit work or other material work beyond the purchased Services, Doctorna may:

decline the request where not legally required;

offer an alternative;

require purchase of additional Services; or

charge reasonable Fees.

Nothing requires Doctorna to redesign the Services solely to satisfy Customer-specific preferences that are not mandatory obligations applicable to Doctorna.

27. LIABILITY

This DPA forms part of the Agreement.

Except where Applicable Data Protection Law expressly prohibits such treatment, liability arising under this DPA is subject to the exclusions, limitations, aggregate liability cap and other risk-allocation provisions contained in the Agreement.

Nothing in this DPA creates an independent or additional liability cap.

Claims arising under this DPA and the Agreement relating to the same or related circumstances are aggregated for purposes of any applicable liability cap.

Nothing limits liability to the extent such liability cannot lawfully be limited.

28. INDEMNIFICATION

Nothing in this DPA reduces Customer’s indemnification obligations under the Agreement concerning unlawful Customer Data, lack of required consent or lawful basis, Customer instructions, Customer communications, Customer violations of Applicable Law or Customer misuse of the Services.

No additional indemnification obligation is imposed upon Doctorna by this DPA unless expressly required by mandatory Applicable Law or agreed in a signed amendment.

29. SUSPENSION OF UNLAWFUL PROCESSING

Doctorna may suspend affected Processing where Doctorna reasonably determines that continuing the Processing would:

violate Applicable Law;

create a material security risk;

violate a binding governmental order;

breach applicable sanctions; or

expose Doctorna or third parties to material legal risk.

Where legally permitted and reasonably practicable, Doctorna will inform Customer of the reason for such suspension.

Suspension under this Section does not automatically terminate unrelated Services or create a refund.

30. CONFLICTS

If this DPA conflicts with the Agreement regarding Processing of Customer Personal Data, this DPA controls solely with respect to that Processing matter.

If mandatory provisions of an applicable SCC, UK transfer instrument or other legally required transfer mechanism conflict with this DPA, the mandatory transfer provision controls solely for the affected transfer and only to the extent legally required.

All unrelated Agreement provisions remain unchanged.

31. CHANGES TO THIS DPA

Doctorna may update this DPA prospectively where reasonably necessary to reflect:

changes in Applicable Data Protection Law;

regulatory requirements;

new or modified Services;

security developments;

changes in Subprocessors;

international-transfer requirements; or

operational changes.

Material changes affecting existing Customer rights or obligations will be handled in accordance with the Agreement and Applicable Law.

Doctorna may maintain archived DPA versions.

32. GOVERNING LAW

Except where mandatory Applicable Data Protection Law or a legally required transfer instrument requires otherwise for a particular Processing matter, this DPA follows the governing-law and jurisdiction provisions of the Agreement.

Application of a foreign mandatory data-protection requirement to a specific Processing activity does not by itself change the governing law or forum applicable to unrelated commercial disputes.

\# SCHEDULE 1

DETAILS OF PROCESSING

Subject Matter:

Provision of Doctorna Services and purchased related Products, Modules, Features, Integrations and other Entitlements.

Duration:

For the applicable Subscription Term and any limited period thereafter required or permitted under the Agreement or Applicable Law.

Nature of Processing:

Hosting, storage, organization, retrieval, transmission, communication, analysis, support, security, backup, deletion and other Processing necessary to provide the Services.

Purpose:

Providing, securing, maintaining, supporting and operating the Services according to Customer’s documented instructions.

Categories of Data Subjects:

As applicable to Customer’s use, including Authorized Users, personnel, patients, prospective patients, leads, customers, prospective customers, healthcare professionals and other Customer contacts.

Categories of Personal Data:

As applicable to Customer’s use, including identity and contact data, CRM records, communications, appointment information, interaction history, marketing and campaign information, technical data, documents and Customer-selected content.

Sensitive / Special Categories:

May include health-related or other sensitive/special-category information where Customer elects to Process such information using the Services.

Frequency:

Continuous or as initiated by Customer during use of the Services.

Retention:

According to the Agreement, applicable retention practices, Customer instructions, backup cycles and Applicable Law.

\# SCHEDULE 2

SECURITY MEASURES

Doctorna will maintain appropriate technical and organizational measures relevant to the Services.

The detailed security description may be maintained separately and updated as Doctorna’s architecture and security practices evolve, provided that Doctorna does not materially reduce the overall protection required by Applicable Data Protection Law.

No provision of this Schedule creates an SLA, uptime commitment, RPO, RTO, zero-data-loss guarantee, absolute security guarantee or specific certification commitment unless expressly stated elsewhere in the Agreement.

\# SCHEDULE 3

SUBPROCESSORS

Doctorna may maintain its current Subprocessor List electronically.

The list may identify, as appropriate:

Subprocessor name

Service/function

Processing location or relevant region

Categories of Processing

Customer’s authorization and objection rights are governed by Section 12 of this DPA and Applicable Data Protection Law.

\# SCHEDULE 4

INTERNATIONAL TRANSFER MECHANISMS

Where legally required, applicable international-transfer mechanisms may include:

EU: applicable European Commission Standard Contractual Clauses.

United Kingdom: applicable UK IDTA or UK Addendum to EU SCCs.

Other jurisdictions: legally recognized transfer mechanisms required under Applicable Data Protection Law.

Such mechanisms apply only when legally triggered and only to the Processing within their scope.