Terms of Services

These Terms of Service (the "Terms") form a legally enforceable contract between Clivise Healthcare Pvt. Ltd. ("Clivise", "we", "us", or "our") and the enterprise, healthcare network, clinic, or individual practitioner ("Subscriber", "Customer", or "you") executing an Order Form or deploying the Clivise platform.

By authenticating your workspace, consuming API endpoints, integrating Electronic Health Record (EHR) integrations, or utilizing our AI-powered diagnostic tools, you warrant that you possess full administrative authority to bind your medical entity or institutional enterprise to this document. If you do not accept all clauses herein without modification, you must cease all clinical session handshakes immediately.

Clivise provides specialized clinical decision instrumentation exclusively suited for accredited healthcare providers, medical practitioners, clinical research teams, and regulated health entities.

Where services are designated as "Early Access", "Beta Release", or "Pilot Deployment", specific conditions govern such access in addition to general terms:

• Continuous Telemetry: Early Access instances gather performance benchmarks, workflow latency analytics, and system performance data to iteratively refine medical models.
• Model Iteration: Clivise reserves the right to modify or deprecate experimental algorithmic pathways upon seven (7) days written digital advisory.
• Feedback Rights: Feedback may be used to improve the platform. Clivise shall not publicly attribute feedback without consent.

Use of the platform does not create a doctor-patient relationship between Clivise and any patient.

The attending practitioner retains full and non-delegable clinical and ethical accountability for patient outcomes. You agree that:

All rights, title, and interest in and to the Clivise Platform—including our specialized foundation weights, prompt logic chains, parsing engines, user interface layouts, documentation, and source code—remain solely with Clivise Healthcare Pvt. Ltd. and its licensors.

Platform tier fees are billed according to your executed Order Form. Standard early partner licenses feature monthly or annualized recurring structures calculated per active credentialed provider or per patient query consumption volume.

Fees are non-refundable except as required by applicable law. Clivise may modify fees with 30 days prior written notice. All fees are exclusive of GST and other applicable taxes. Subscriptions auto-renew unless cancelled 30 days before renewal.

Clivise maintains active ISO 27001 certificate, SOC 2 Type II attestation and strict integration compliance with the Digital Personal Data Protection (DPDP) Act, 2023 and guidelines set forth by the National Health Authority (NHA).

Clivise uses third-party sub-processors including AWS (hosting), Twilio (WhatsApp), and SendGrid (email). A current list is available at clivise.com/sub-processors.

Clivise shall notify affected customers within 72 hours of discovering a data breach. Customers may export data in CSV, JSON, or PDF format.

Either party may terminate subscription tiers for material breach that remains uncured thirty (30) days following formal written notification. Clivise reserves the immediate right to suspend connectivity if we witness security anomalies or untoward API exfiltration vectors originate from your tenant.

Upon termination, Clivise will permit read access to your cloud configuration & transaction metadata for sixty (60) days for archival download, after which cryptographically secure data purging cycles will commence.

To the maximum extent permitted under applicable Indian healthcare laws, in no event shall Clivise or its directors, research scientists, or affiliates be liable for any indirect, incidental, consequential, special, or punitive damages arising from medical malpractice allegations, diagnostic omissions, patient care delays, or system downtime.

Clivise’s aggregate cumulative liability for all claims pertaining to the platform shall not exceed the total fees actually paid to Clivise in the twelve (12) months preceding the occurrence giving rise to liability.

This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise. Nothing in these Terms limits liability for gross negligence, willful misconduct, or fraud.

These Terms and all disputes arising from your institutional integration are governed exclusively by the laws of India, with jurisdiction in Mumbai, Maharashtra, without regard to principles of conflicts of law.

Any formal dispute shall be settled by confidential binding arbitration administered under the Arbitration and Conciliation Act, 1996, in Mumbai before a single arbitrator with at least ten years of specialized healthcare SaaS technology adjudication experience. Arbitration shall be conducted in English.

Each party shall bear its own costs unless the arbitrator determines otherwise. Either party may seek injunctive relief in court without waiving arbitration.

All formal legal correspondence, data portability/accounting requests, or subpoena notices must be dispatched via certified registered mail or virtual docu-sign to our registered Grievance Officer. Clivise shall respond to legal notices within 7 business days.

Customers must utilize the platform strictly for its intended clinical operations purpose. Prohibited activities include:

• Illegal Activities: Using the platform for any illegal purposes or violating healthcare regulations.
• Malicious Intent: Uploading malicious code, viruses, or attempting to breach platform security.
• Data Mining: Scraping, reverse-engineering, or unauthorized data mining of the platform's proprietary algorithms.
• Unauthorized Resale: Reselling or sub-licensing access without explicit written authorization.
• Harassment: Using the platform to harass, harm, or discriminate against others.

The Clivise platform and all related services are provided on an 'as-is' and 'as-available' basis without warranties of any kind, whether express or implied.

Clivise explicitly disclaims any warranty of uninterrupted, error-free service, fitness for a particular purpose, or non-infringement.

We make no warranties or representations regarding specific clinical outcomes, diagnostic accuracy, or financial improvements resulting from the use of our software.

Customer agrees to indemnify, defend, and hold harmless Clivise and its affiliates from any claims, liabilities, or damages arising directly from Customer's clinical decisions, medical malpractice allegations, or misuse of the platform.

Clivise agrees to indemnify, defend, and hold harmless Customer against any third-party claims alleging that the platform infringes upon their intellectual property rights.

Both parties agree to mutual indemnification for liabilities arising from data breaches directly caused by each respective party's gross negligence.

Neither party shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of fees due and payable) to the extent said failures or delays are proximately caused by events beyond that party's reasonable control.

Such events include, but are not limited to: natural disasters, acts of God, widespread cyberattacks, government actions, civil unrest, or pandemics.

The affected party must notify the other party within seven (7) days of the occurrence of a Force Majeure event.

• Entire Agreement: These Terms constitute the entire agreement between the parties, superseding all prior communications.
• Severability: If any provision is found invalid or unenforceable, the remaining provisions will continue in full force.
• Waiver: Failure to enforce any right or provision does not constitute a waiver of such right.
• Assignment: Customer cannot assign these Terms without prior written consent from Clivise.
• Notices: All notices must be in writing and delivered to the registered addresses.
• Survival: Sections regarding Intellectual Property, Billing, Liability, Governing Law, and Indemnification shall survive termination of these Terms.