Terms of Use

1. GENERAL

We, at Niwiai Private Limited ("Prim", "we," "us" ‘our" "Company") having its registered office at C-113, Sector-39, Noida, Uttar Pradesh, 201303 provide services to you ("user", "client", "licensee") through our website/portal/software/software subject to the notices, terms, and conditions set forth in this Agreement, read with the Privacy Policy available here. These Terms of Use and Prim's Privacy Policy found at https://primhub.ai/ collectively constitute the agreement (the "Agreement" or "Terms of Use") between Prim and the user of Prim's services. Your use of Prim's website/porta/software at https://grow.primhub.ai/ for which a subscription amount as well as a One Time Registration, Configuration and Orientation Fee may or may not be payable for usage (hereinafter referred to as the "Subscription Services" / "Services" / "License Fee") is subject to the following terms and conditions. This Agreement is an electronic record in terms of extant Indian laws and regulations does not require any physical or digital signatures. This Agreement is published in accordance with the provisions of the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021. By directly browsing, accessing or making use of the website/portal/software and/or by clicking the "I accept" button you: (i) signify your agreement to be bound by the terms and conditions set out in this Agreement and (ii) represent and warrant that you are older than 18 years of age and that you have, and at all times shall have, the necessary power, capacity and authority to enter into, abide by, comply with and perform your obligations under the Agreement. If you disagree with any part of the Terms of Use, then you should discontinue access or use of the Software. Prim does not make any express or implied representation or provide any warranty to the effect that Prim Platform shall meet all your requirements.

2. WHO WE ARE

The website/portal/software is owned and operated by Prim, a company duly incorporated under the provisions of the Companies Act, 2013. Prim is the owner/licensor of the software and all their variants, editions, add-ons, and ancillary Subscription Services or Services, Prim Platforms, Prim Apps/Applications including all files and images contained in or generated by the software, and accompanying data ("Software"). The Software has been designed for use by dieticians and nutritionists, which term shall also include designated associates, employees and colleagues of the dieticians and nutritionists who would use Software. All users of the Software are together termed as ("Users" or "you" or "your"). We may from time-to-time update, modify or revise these Terms of Use. Every time you wish to use any Prim service, please check the relevant Terms of Use to ensure you understand the terms including the modified terms, if any, that apply at that time. Your continued use of the Subscription Services after modification conveys your acceptance and consent to follow and be bound by the Terms of Use as modified. Any additional terms and conditions, disclaimers, privacy policies and other policies applicable to general and specific areas of the Subscription Services or to particular/specific Subscription Services are also considered as Terms of Use and part of this Agreement. Any person may have limited access to the Prim Platforms without creating an account. In order to have access to all the features and benefits on Prim Platforms, you must first create an account on the Prim. Platforms, for which you are required to provide certain information, which is required to identify you. Other information requested on the registration page, including the ability to receive promotional offers from Prim, is optional. Prim may, in future, add other optional requests for information to help us to customize the Services and to deliver personalized products and services. Your registration and account generation would only be done through official Prim channels including their authorised representatives.

3. ENGAGEMENT TERMS

Usage of the Prim website/platform/software is subject to these Terms of Use and Privacy Policy found at https://primhub.ai/ (collectively "Platform Documents"). You are requested to go through the Platform Documents carefully. Please note that Prim may, from time to time, update, modify or revise the Platform Documents. An updated copy of the Platform Documents can be viewed on the Prim website/platform. Your continued use of the Prim website/platform conveys your acceptance and consent to follow and be bound by the Platform Documents, as modified from time to time. Continuation of your usage of the Prim Platform shall be dependent on the prevailing policies and practices followed by Prim then. You shall be solely responsible for your compliance with the extant legal framework applicable to dieticians and nutritionists in India, including but not limited to any regulations pertaining to your practise and company/enterprise. Any payment made by your customer using the Prim Platform for availing any services from you shall be subject to the terms and conditions of the respective card issuer/ online payment service provider, and Prim shall not be responsible for any payment related disputes. Nothing contained in this clause prohibits Prim to deduct Tax Deduction at Source (TDS) or levy or deduct similar such taxes (whether direct or indirect) or duties, as required by any law/ or regulations, from time to time, by whatever name called, as may be applicable. Your valid Permanent Account Number (PAN) should be submitted to Prim. You shall not engage in any activity that interferes with or disrupts or damages Prim Platform. You shall also not engage in unlawful/improper practices including but not limited to fraudulent consultations, misleading representations/advertisements to misuse the Prim website/Platform. You shall also not engage in inappropriate/unlawful behaviour/misconduct that is prohibited/illegal/barred under any law/regulation in India or cause any kind of inconvenience to your customers/clients. In case there is any activity at your end that interferes with/disrupts/damages Prim Platform, or any illegal activity/conduct at your end using the Prim website/platform, or when Prim reasonably believes or is brought to notice about such activity then Prim has the right to terminate your account and not release payments/issue any refunds (as the case may be) to you. You agree and acknowledge that any personal information (including medical records/medical history, prescriptions, financial information) of your clients/customers that may be uploaded on the Prim website/platform is carried out in accordance/compliance with applicable data protection laws of India including fulfilment of your obligations as a data fiduciary of consent, notice, rights management, etc. You shall not misuse your client's/customer's personal information and/or any other information obtained by you through the Prim website/Platform. Subject to your compliance with the terms and conditions of the Terms of Use/Agreement, Prim hereby grants to you a revocable, personal, non-exclusive, non-sub licensable, non-assignable and non-transferable license to use the Services procured and/or purchased by you, or for you, exclusively in the manner set out in the Terms of Service. All right, title, interest, ownership rights and intellectual property rights in and to Prim's Services and Software/Platform/website and the trademarks of Prim, are and shall remain the property of the Vendor and its licensors, as applicable. Prim reserves all rights to the Services not expressly granted to you herein, and without limiting the generality of the foregoing, nothing in the Terms of Use/Agreement grants to you, by implication, estoppels, or otherwise, any license or right to use the Services, any Content other than Your Content and/or the Prim's name, domain names, trademarks, logos, or other distinctive brand features, other than as expressly set out in the Terms of Use/Agreement. Notwithstanding any other term of the Terms of Use, you or your trainee, associate, employee or colleague shall not be allowed or permitted to access or make use of Prim's Services/Software/Platform, until the most current version of the Terms of Use/Agreement has been entered into.

4. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

• You have attained majority i.e., are 18 years of age and are legally competent to enter into this Agreement;
• You are a registered/qualified dietician/nutritionist in India, and your business is registered and compliant in accordance with the applicable laws for the time being in force;
• All information provided by you, including in relation to your academic qualifications, specialization, professional accreditations, and business registrations are true and accurate;
• You are in compliance with all the applicable laws and regulations in India including but not limited to laws in relation to dieticians/nutritionists, business establishments, consumer protection, administration and prescription of medicines, and all other applicable laws, and you warrant that you shall remain in compliance with the same at all times;
• Any information that you share with us, including information relating to your clients/customers, has been obtained by you in accordance with applicable law and you are authorized by them to store, process, handle and share the same;
• You have read the Terms of Use, Privacy Policy and otherwise understood any and all risks associated with the use of the Subscription Services, and have communicated relevant risks to any other third party who may be impacted by your use of the Subscription Services;
• You are competent to use the Software and/or receive the Subscription Services;
• You have not been previously suspended or removed by Prim, or disqualified for any other reason, from availing the Services;

5. YOUR USE OF PRIM SUBSCRIPTION SERVICES

When you use the Prim Subscription Services, you agree to the following conditions of use:

• You shall provide services to any person who seeks your professional advice, on a principal-to-principal basis. Where a person/customer/client or some other user on their behalf avails your services or books an online appointment through a service provided by Prim or Prim's website/platform, you will adhere to professional codes of conduct and applicable law in your engagement with all such persons/customers/clients and third parties. All legal obligations as a dietician/nutritionist and a trader/service provider will be directly enforceable by the person/customer/client against you.
• You shall provide professionally best quality services to your customers/clients and ensure that there is no deficiency in the services provided by you to the customers/clients.
• Your use of the Prim Subscription Services does not make Prim a service provider to your present or potential customers/clients or create a relationship of employment or agency between Prim and you. You continue to remain solely liable for any advice/consultation you provide to any persons/customers/clients and third parties.
• You shall provide accurate and complete information everywhere on the Prim Platforms/website, based on which you will receive the Subscription Services. Any registration information given to Prim by you is true, accurate, correct, complete and up to date, to the best of your knowledge and belief. Any phone number used to register with the Subscription Services is registered in your name and you might be asked to provide supporting documents to prove the same. You bear the sole responsibility for any consequences arising out of any inconsistency or inaccuracy of any information or data provided by you. Prim is not obliged to make any enquiries to check the veracity of the information provided by you. If we find that the information provided by you is fraudulent or inaccurate, we shall have the right to immediately terminate or suspend/restrict your use of the Software and delist you from the Software. You agree to specifically indemnify Prim for any losses incurred as a result of fraudulent or inaccurate information provided by you or any misrepresentations made by you to Prim. In case Prim reasonably believes that there is any fraudulent consultation/transaction done by you or in connivance with a third party, we shall have the right to terminate or suspend/restrict your use of the Software forfeit any payment made by you towards the Subscription Services.
• You shall view and access the content available on the Prim Platform/website solely for the purposes of availing the Services, and only as per these Terms of Use and the Privacy Policy. You may use the Services for the specific purposes for which the Prim website/platform is designed such as for client/customer consultations, maintenance of records, billing functions, creating case notes, etc. In the course of your use of the Subscription Services, you shall not modify the any content on the Software, or reproduce, display, publicly perform, distribute, or otherwise use such content in any way for any non-commercial/commercial purpose or for personal gain.
• You agree to use the Software and Services only for specified purposes that are permitted as per (a) the Terms of Use and (b) any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from India or other relevant countries). You shall not use Software and/or Services for any competitive or benchmarking purposes or for any such purposes that are disruptive to the Prim Platforms and/or its business.
• You shall not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit the Prim Platform or any portion of it unless expressly permitted by Prim in writing. You shall not use any engine, software or any other mechanism for accessing, searching and/or navigating the Prim Platform.
• You shall be solely responsible for all access to and use of the Prim Platform/website by anyone using the password and identification originally assigned to you whether or not such access to and use of the Prim Platforms is actually authorized by you, including without limitation, all communications and transmissions and all obligations (including, without limitation, financial obligations) incurred through such access or use. You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you.
• You shall not engage in any activity that interferes with or disrupts or damages the Software (or the servers and networks which are connected to the Software). Prim reserves the right to initiate appropriate action against you for breach or threatened breach of your obligations under this clause.
• You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age, qualifications, professional accreditations, or affiliation with any person or entity. If any fraudulent consultation/transaction is done to misuse the Prim Platforms including but not limited to situations where such consultation/transaction is done to generate personal revenue and/or for any other commercial purpose, we shall have a right to terminate, suspend and/or restrict your Services and account, and delist you from the Prim Platform.
• You may not upload any content prohibited under applicable law, and/or designated as "Prohibited Content" under Section 6 of these Terms of Use.
• You may discontinue the use of these Services and request us to delete any information provided by you, by writing to us at connect@primhub.ai. We might connect with you in case we need any further details in order to respond to your request. Any request to delete your information will allow us to not provide you Prim's services.
• You shall indemnify Prim for any claims, losses or damages, or for the costs of any regulatory or court proceedings suffered by Prim as a consequence of your breach of this Agreement.
• You explicitly agree that you are solely responsible for maintaining the confidentiality of login credentials and passwords associated with any log-in you use to access the Software and store your confidential, personal and sensitive information. In no event shall Prim be liable if your login credentials are compromised thereby resulting in breach of your personal, sensitive and/or confidential information.
• You agree and acknowledge that if the information provided to Prim by you, through the Software is not synced with the servers of Prim, you may lose such information.
• You agree that any Patient or other third party whose information you provide into the Software is aware of the reasonable risks associated with your use of the Subscription Services, and that you have obtained their consent to the extent such information is shared with Prim.
• Prim offers its Subscription Services on as-is basis. Prim has the sole right to modify any feature or customize them at its sole discretion and there shall be no obligation to make customization as requested by any User. We do not make any representation or warranty about the Software. Prim specifically disclaims all liability resulting from your use of the Software.
• Prim provides basic support for the Software and Services and will make, as far as possible, commercially reasonable efforts to make the Software and Services available 24 hours a day, 7 days a week, except for (i) technological errors, (ii) planned downtime, or (iii) any unavailability caused by circumstances beyond Prim's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, lockdown, acts of terror, strikes or other labour problems, or internet service provider failures or delays. Prim takes no responsibility for any disruption, interruption or delay caused by any failure of or inadequacy in any of these limiting factors or any other factor beyond the control of Prim/the Company.
• Prim shall have the right, at its sole discretion, to suspend your ability to use or access the Software at any time while Prim investigates complaints against you or alleged violations by you of this Agreement, or for any other reason.
• Prim reserves the right to add new functionality, remove existing functionality, and modify existing functionality to its Software as and when it deems fit, and make any such changes available in newer versions of its Software or platform or website or mobile application or all of these at its discretion. You may or may not be notified upon release of such newer versions and Prim reserves the right to automatically upgrade you to the latest version of its Software as and when it deems fit.
• You acknowledge and specifically consent to Prim or our respective affiliates and partners contacting you using the contact information you have provided to us at any time during your association with us for any purpose including but not limited to the following purposes, which will enable Prim to deliver the Services to you and/or enhance the delivery of the Services to you: i) To obtain feedback regarding the Service; ii) To contact you for offering new products or services, whether offered by us, or our respective affiliates or partners.
• You acknowledge and agree that you may be contacted for the above purposes, using any of the contact details provided by you including via emails or other electronic and internet-based means.
• In addition, you will be sent a one-time password via SMS/email, to verify your login on the Prim Platform. You will be solely responsible to ensure that the one-time password as shared by us for verification purposes is changed by you to a password that is confidential and personal to you.
• You are solely responsible for the accuracy/authenticity of the payment details provided by You, including but not limited to the bank account details. Any personal data whether provided by You as a part of receiving the fee payment process or collected automatically when you use the service will be governed by the Privacy Policy. You confirm that you are the authorized user of such bank account details/ other payment details you share with us.
• Prim may call you for the purpose of obtaining your feedback on the Software. After taking your explicit consent, Prim may also record and access such call recordings for quality control and training purposes.
• In recognition of the Services provided by Prim to you, you agree to: i) permit Prim to incorporate a brief account of the services that we deliver to you and make reference to you, in Prim's marketing, promotional and advertising activities; ii) act as a reference for our existing and prospective clients; iii) provide Content to the news media and for press releases; and iv) use your name, photograph and/or logo and related branding materials in our marketing, promotional and advertising activities.
• We provide you the facility to store personal information, prescriptions, appointment history, medical reports, medical history, any other such health records, and financial information of your clients/customers on the Prim Platforms (collectively referred to as "PI"). PI is to be stored only after taking client's/customer's consent. Hence, you must obtain explicit consent of clients/customers before storing their PI on the Software.
• We reserve the right to refuse service or terminate accounts at our discretion, if we believe that you have violated or are likely to violate applicable law or these Terms of Use.

6. PROHIBITED CONTENT

You shall not upload host, display, modify, transmit, update or share any information or to, distribute, or otherwise publish through the Prim Services or Prim website(s)/Platform(s) the following Prohibited Content, which includes any content, information, or any other material that:

• belongs to another person and which you do not own the rights to;
• is harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, invasive of another's privacy;
• is hateful, racially or ethnically objectionable, disparaging of any person;
• relates to or seems to encourage money laundering or gambling;
• harm minors in any way;
• infringes any patent, trademark, copyright or other proprietary rights;
• violates any law in India for the time being in force;
• deceives or misleads the addressee about the origin of your message;
• communicates any information which is grossly offensive or menacing in nature;
• impersonates another person;
• contains software viruses any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource and malicious programs;
• threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order;
• incites any offence or prevents investigation of any offence or insults any other nation;
• circumventing or disabling any digital rights management, usage rules, or other security features of the Software;
• copying or duplicating in any manner any of the Prim content or other information available from the Software;
• is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.

You also understand and acknowledge that if you fail to adhere to the above, we have the right to remove such information and / or immediately terminate your access to the Services and / or to the Prim Platform(s)/Website(s). We shall also preserve such Prohibited Content for such period as may be required under applicable law for investigation purposes or as may be required by relevant authorities.

7. LIMITATION OF LIABILITY

By using our Services, you confirm that you understand and agree to the following:

• Prim does not provide any nutrition/diet related advice, medical advice or diagnostic services. None of the services provided by Prim on its platform, app and/or website shall be construed as medical advice of any kind. Any nutrition/diet related advice or medical advice provided to your customer/client is provided directly by you, and you will be solely liable to your customer/client for the consequences of acting on such advice, and all post-consultation follow-up action.
• Prim makes no express or implied representations or warranties about its Software or Services and disclaims any implied warranties, including, but not limited to, warranties or implied warranties of merchantability or fitness for a particular purpose or use or non-infringement. Company does not authorize anyone to make a warranty on behalf of Prim.
• Prim only facilitates communications between you and your customer/client in some circumstances (such as when both you and your customer/client uses the Prim platform/website/application) and bears no responsibility for the quality and outcome of any such services provided by you.
• Prim only facilitates communications between you and your customer/client and the Prim bears no responsibility for the behaviour of any of your customer/client during the consultation process or otherwise.
• You use the Subscription Services as per your business needs. Please note that though we take all reasonable steps in accordance with industry standards to prevent illegal access, we cannot guarantee that the services will never suffer from a software bug or a hacker attack that will allow unauthorized viewing of confidential material.
• Prim may or has entered into Agreement with various entities on principal-to-principal basis without any fiduciary relationship and shall not be directly or indirectly liable to any third party for any act or omission of such service providers, including you.
• In no event shall Prim bear liability or responsibility for any inappropriate behaviour, misconduct or any type of inconvenience caused by you or your customer/client.
• In the event that Prim markets or promotes any services to you, please note you are responsible for undertaking an independent assessment regarding the suitability of such services for your purposes. Marketing or promotion of services should be considered as being for informational purposes only and shall not constitute expert advice on the suitability of such services for your specific needs.
• In no event, shall Prim or its affiliates be liable to you for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages arising out of or relating to: (i) these Terms of Use and Privacy Policy; (ii) your use or inability to use the Prim Services.
• Prim does not control or endorse the content, messages or information provided by you, that we may record and display on any Prim Platform. In all such cases, we merely act as an aggregator/facilitator. Therefore, we specifically disclaim any liability with regard to the products and services offered by you.
• In the event that you move to any mode of communication with your customer/client outside the Prim authorized platform (eg: whatsapp, telephonic call etc), you will be solely responsible for any issues (including but not limited to quality of service, network issues etc.) arising from such personal mode of communication with your customer/client.
• Prim expressly disclaims any liability arising out of the third-party advertisements, solicitations of their respective product and services (through dedicated hyperlink) on the Prim Platform. Prim takes no responsibility for advertisements or any third-party material posted on the Prim Platform nor does it take any responsibility for the products or services provided by advertiser/seller/solicitor. Any dealings You have with advertisers found while using the Services are between You and the advertiser, and You agree that Prim is not liable for any loss or claim that You may have against an advertiser/seller/solicitor.
• Prim assumes no responsibility and shall not be liable for viruses that may infect your equipment or any other damages to your equipment on account of your access to, use of, or downloading of any content from the Software. You agree and acknowledge that if you are dissatisfied with the Software, your only remedy is to discontinue using the Software.
• In no event, including but not limited to negligence, shall Prim, or any of its directors, officers, employees, agents or content or service providers (collectively, the "Protected Entities") be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Software or the content, materials and functions related thereto, even if such Protected Entity has been advised of the possibility of such damages. In no event shall the Protected Entities be liable for or in connection with any content posted, transmitted, exchanged or received by you or on your behalf on or through the Software. Notwithstanding anything contained herein, in no event shall the total aggregate liability of the Protected Entities for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the Terms of Use or your use of the Software exceed, in the aggregate Rs. 1000/-.
• In no event shall the Protected Entities be liable for failure on the part of the dieticians/nutritionists or any of its employees, agents, partners or colleagues to provide agreed services through the Prim Software or Prim Platform/website. In no event shall the Protected Entities be liable for any comments or feedback given by any of the dieticians/nutritionists or any of its employees, agents, partners or colleagues in relation to the services provided by such dieticians/nutritionists or any of its employees, agents, partners or colleagues. The Protected Entities and the Prim shall not be liable for any act or omission of any other company or companies furnishing a portion of the Services, or from any act or omission of a third party.
• This section shall survive the termination of this Agreement and the termination of your use of our Services.

8. DATA & INFORMATION POLICY

We respect your right to privacy in respect of any personal information provided to us. To see how we collect and use your personal information, please see our Privacy Policy. The Privacy Policy is by necessary implication part of this Terms of Use and the clauses therein are not repeated here for the sake of brevity.

9. INTELLECTUAL PROPERTY AND OWNERSHIP

You recognize and agree that all copyright, registered trademarks, all contents of the software, platform, mobile application or website including but not limited to the look and feel, layout, design, text, graphics and arrangement and other intellectual property rights on all materials or contents provided as part of the Software ("Intellectual Property") belong to us at all times or to those who grant us the license for their use. No use of the Intellectual Property of the Company or third party which Company has a right to use may be made for any commercial/non-commercial purpose, without the prior written authorization of Prim.

10. OTHER CONDITIONS

• Price for usage rights of the Software shall be as decided by the Company from time to time. The Payment process shall be decided at the sole discretion of the Company.
• Prim may add new Software for additional fees and charges or may proactively amend fees and charges for existing Software, at any time in its sole discretion.
• You agree that the billing credentials provided by you for any purchases from Prim will be accurate and you shall not use billing credentials that are not lawfully owned by you.
• Prim reserves the right to modify the fee structure by providing a 30 (thirty) days' prior notice.
• You can cancel your access to the Software by contacting us by email or any other mode of communication with the Company.
• Prim shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Software, or parts thereof.
• The subscription fees if any are non-transferable and the payment made to the Company for a particular Software or Service cannot be transferred or carried over to another Software or Service.
• We have made every effort to display, as accurately as possible, the information provided by the relevant third parties. However, we do not undertake any liability in respect of such information and or with respect to any other information regarding which you are capable of conducting your own due diligence to ascertain accuracy. We also update such information at regular time periods. However, Company does not undertake any liability in respect of any information with respect to which you are capable of conducting your own due diligence to ascertain accuracy.

11. THIRD PARTY LINKS AND RESOURCES

Where any of the Prim Platform(s)/website(s) contain links to other sites and resources provided by third parties (including where our social media sharing plug-ins include links to third party sites), these links are provided for your information only. We have no control over the contents of those websites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. Inclusion of any link on the Software or Prim's Platform(s)/website(s) should not be deemed to imply that Prim endorses the linked site. You may use the links and the third party services at your own risk, choice and preference. If you visit any third-party website via Prim Platform/website, you may be required to adhere to such third party's terms and conditions and privacy policy along with these Terms of Use. The Software of Prim may be linked to the services of third parties, affiliates and business partners. Prim has no control over, and shall not be liable or responsible for content, accuracy, validity, reliability, quality of such third party services. Inclusion of any link on the Software should not be deemed to imply that Prim endorses the linked website. You may use the links and the third party services at your own risk, choice and preference.

12. DIETICIAN'S/NUTRITIONIST'S PROFILE AND CONTENT

• You can upload original content comprising of text, audio, video, images, data or any combination of the same ("Content") on Software or provide Content to be published on Prim in any other manner. Prim shall have the right to publish such Content on Software and/or any affiliate Prim platforms at its sole discretion. The Content shall not amount to medical advice of any kind and may not be interpreted as such by any person accessing Content. You shall also ensure that the Content uploaded by you on the Software is not violative of any law in force at the time.
• You agree and confirm that you are the original creators of the Content that you upload to the Software. You also agree not to upload Content that is violative of any person's intellectual property rights or any other proprietary or legal right on the Software. Prim retains the right to remove any Content that it determines, in its sole discretion, as violative of another person's intellectual property rights or any other proprietary or legal right. You undertake to indemnify Prim against any and all claims that may be made by third parties asserting intellectual property rights or any other legal rights in connection with the Content uploaded by you.
• You hereby assign to Prim, in perpetuity and worldwide, all royalty-free intellectual property rights in any Content created and uploaded on the Software by you. You explicitly agree that we reserve the right to publish Content (as well as your name, qualifications, etc.) provided by you to a third-party including but not limited to platforms owned by our affiliates. Prim shall have the right to edit or remove the Content and/or any comments at any time, at Prim's sole discretion.
• You can create your profile on Software and upload profile information including but not limited to your photograph, qualifications, experience and geographic location. By providing a facility for updating your profile information, we ensure that you have easy accessibility. However, we reserve the right to refuse requests made by you for modifications or updates to your profile. You represent and warrant that you are authorized by law to post profile information in your profile and that no such profile information infringes the legal rights of any third party, including intellectual property rights. We may edit or delete portions of your profile information at our sole discretion, upon becoming aware of a breach of the aforementioned representation.

13. APPOINTMENT BOOKING AND CALLING FACILITY

• Prim may provide your clients/customers with the facility to book appointment with you.
• When you are listed on the Software/Platform, your clients/customers may be provided a Calendar facility for booking an appointment with you. By selecting this facility, your clients/customers opt to call/video call you for the purpose of booking and appointment. By using the Calendar facility, you grant Prim the right to share and store your conversation and any other information provided by you to your clients/customers in pursuance of the Calendar Facility. You agree and acknowledge that Prim shall have the right to record and store these calls on the servers used by Prim. Your call recording shall be stored and used by Prim in accordance with the Privacy Policy. Prim may access such recordings for quality control, support reasons and others. We strongly assert that you utilize the Calendar facility option for the purpose of booking appointment only. Prim specifically disclaims all liability if Calendar facility is used for any purpose other than appointment and booking.
• In the event you refuse to consent to the recording of calls that may contain your personal information, Prim shall have the right to restrict or deny the provision of Services for which such personal information was requested/ deemed necessary by Prim. Prim also has the right to elect not to provide Calendar facility option.
• By using the Calendar / Book Appointment facility, your clients / Patients can book an appointment with you on the basis of your availability or any other metric. Once an appointment booking using the Calendar / Book Appointment facility or the Calendar facility is confirmed for consultation, you shall have the option of messaging and calling your clients/customers for whom the appointment is booked. You agree and acknowledge that your conversation with your clients/customers shall be recorded and stored by Prim as diet consultation given by you. Your appointment recording shall be stored and used by Prim in accordance with the Privacy Policy. Prim may access such records for quality control and support reasons.
• You agree and acknowledge that we specifically disclaim all liability arising from cancellation or reschedule of appointment by your client(s)/customer(s) post confirmation.

14. EVENTS BEYOND OUR CONTROL

We shall not be liable for any non-compliance or delay in compliance with any of the obligations we assume under any contract when caused by events that are beyond our reasonable control ("Force Majeure"). Force Majeure shall include any act, event, failure to exercise, omission or accident that is beyond our reasonable control, including, among others, the following:

• Strike, lockout or other forms of protest
• Civil unrest, revolt, invasion, terrorist attack or terrorist threat, war (declared or not) or threat or preparation for war.
• Fire, explosion, storm, flood, earthquake, collapse, epidemic, pandemic or any other natural disaster.
• Inability to use public or private transportation and telecommunication systems.
• Acts, decrees, legislation, regulations or restrictions of any government or public authority including any judicial determination.

Our obligations deriving from any contracts should be considered suspended during the period in which Force Majeure remains in effect and we will be given an extension of the period in which to fulfil these obligations by an amount of time we shall communicate to you, not being less than the time that the situation of Force Majeure lasted. For change in law specifically, we reserve our rights to suspend our obligations under any contract indefinitely, and / or provide Services under revised Terms of Use.

15. INDEMNITY

You agree to indemnify and hold harmless Prim, its affiliates, group companies, associates, subsidiaries, holding company of Prim, associates and subsidiary of holding company of Prim officers, directors, employees, consultants, licensors, agents, and representatives from any and all claims, losses, liability, damages, and/or costs (including, but not limited to, reasonable attorney fees and costs) arising from or related to (a) your provision of services to any third party or your clients/customers; (b) your use of the Subscription Services; (b) your violation of these Terms of Use or any laws applicable to dieticians/nutritionists and traders/service providers; (c) your violation of any rights of another person/ entity, including infringement of their intellectual property rights; (d) consumer violations including (but not limited to) unfair trade practice, misleading advertisements and deficiency in the services provided by you to your client(s)/customer(s) or (e) your conduct in connection with the Software or Prim's Platform/website.

16. APPLICABLE LEGISLATION AND JURISDICTION

The use of the Software and the product purchase contracts through said Prim Platforms shall be governed by the laws applicable in India. Any dispute relating to the use of our Software shall be subject to the exclusive jurisdiction of the Indian Courts at New Delhi, India.

17. TERM, TERMINATION & DISPUTES

• This Agreement shall remain in full force and effect for using any of the Services or Software in any form or capacity.
• You can request for termination of your relationship with Prim at any time by providing 30 (thirty) days' prior written notice to Prim. During this 30 (thirty) day period, Prim will investigate and ascertain the fulfillment of any ongoing Services or pending dues related to Software or any other fees payable by you. The User shall be obligated to clear dues if any with Prim for any of its Software or Services which they have procured. Prim shall not be liable to you or any third party for any termination of your access to the Software and/or the Services.
• Prim reserves the right to terminate any account in cases: (a) You breach any terms and conditions of this Agreement or Privacy Policy; (b) Prim believes in its sole discretion that your actions may cause legal liability for the Company or are contrary to the interests of the Company.
• Once temporarily suspended, indefinitely suspended or terminated, you cannot continue to use the Software under the same account, a different account or re-register under a new account, unless explicitly permitted by Prim. On termination of an account due to the reasons mentioned herein, you shall no longer have access to data, messages, files and other content kept on the Software. You shall ensure that you maintain continuous backup of any content, data or information provided by you on the Software, in order to comply with your record keeping process and practices.
• Return of User's Data: Upon request by You and upon termination of Software and Services due to non-payment/others, Prim will make available to you for downloading your data in such mode and manner as the Company may decide. Upon return of the data and/or lapse of 30 (thirty) days from termination of Software and Services, Prim shall have no obligation to maintain or provide a copy of such data and shall thereafter, unless legally prohibited and to the extent required to be maintained under the applicable law, delete all your data in its systems or otherwise in its possession or under its control. In cases where you terminate the subscription voluntarily, it will be your sole responsibility to make a copy of your data before terminating the subscription.
• Even after termination, certain obligations as mentioned herein above or evident from their very nature to have been intended to survive will continue and survive termination.
• Even after termination the Agreement shall continue to be applicable for any cause of action that has arisen directly or indirectly on account of your usage of the Software or the Services provided by the Company.