Terms & Conditions.

This document is provided as a template draft. The final binding version should be reviewed and signed off by qualified legal counsel before publication.

1. Introduction and acceptance

These Terms & Conditions (“Terms”) govern the access to and use of the Axone Health platform (“Service”), operated by Axone Health Enterprizes Private Limited (CIN U62013KA2024PTC190583, “Axone”, “we”, “us”). By signing a Master Services Agreement, executing a Statement of Work, or accessing the Service through an authorised account, the customer hospital (“Customer”) accepts these Terms in full. Axone may modify these Terms with at least 30 days’ written notice; continued use after the effective date constitutes acceptance.

2. Definitions

• Service - the Axone Health platform, including the Documentation Platform, EHR/HMIS modules, AI capabilities, and all related software and support.
• Customer - the hospital or healthcare organisation that has entered into an agreement with Axone for the use of the Service.
• Authorised User - an individual authorised by the Customer to access the Service under named credentials.
• Customer Data - all clinical, administrative, and operational data submitted to or processed by the Service by or on behalf of the Customer.
• Documentation - the published technical and user documentation for the Service.

3. Use of the service

The Customer is granted a non-exclusive, non-transferable right to access and use the Service for its internal healthcare-operations purposes, subject to these Terms and the applicable order form. The Customer shall not (a) sublicense, resell, or commercially exploit the Service except as expressly permitted; (b) reverse-engineer or attempt to derive source code; (c) use the Service to develop a competing product; or (d) use the Service in any manner that violates applicable law.

4. Account registration and security

The Customer is responsible for maintaining the confidentiality of all account credentials assigned to Authorised Users, and for all activity that occurs under those accounts. The Customer shall promptly notify Axone of any actual or suspected unauthorised access. Axone provides multi-factor authentication, single sign-on, and audit logging as part of the Service.

5. Subscription and fees

The Customer shall pay all fees set out in the applicable order form. OpEx fees are billed monthly, per documented encounter or per inpatient-day, on actuals. CapEx fees are billed annually in advance. Payment terms are Net 15 days from invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. All fees are exclusive of GST, VAT, withholding, or other taxes, which are the Customer’s responsibility.

6. Service level commitments

Axone commits to 99.5% production uptime for the Clinical Documentation Platform and the ambient-AI services, measured monthly. Critical-incident support is available 24×7 for CapEx Intelligent and Autonomous tiers. Scheduled maintenance is conducted in a published low-traffic window with at least 72 hours’ advance notice. Service credits for SLA breaches are detailed in the applicable Service Level Agreement.

7. Customer data and ownership

The Customer retains all right, title, and interest in and to Customer Data, including patient records. Axone acts solely as a data processor with respect to Customer Data, and processes it only on the documented instructions of the Customer. On termination of the Service for any reason, the Customer is entitled to a full FHIR R4 export of all Customer Data, and Axone shall destroy its working copies within 30 days of confirmed handover, subject to statutory retention requirements.

8. Intellectual property

Axone retains all right, title, and interest in and to the Service, including the underlying software, AI models, model weights, training methodology, documentation, and all derivative works. The Customer is granted a non-exclusive, non-transferable, royalty-free licence to use the Service during the term of this agreement, solely for its internal healthcare-operations purposes.

9. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party, and shall use such information only for the purpose of performing under this agreement. Confidentiality obligations survive termination for three (3) years. Customer Data shall be treated with the same standard of care as the receiving party applies to its own most-sensitive confidential information, and in no event less than reasonable care.

10. Data protection and compliance

Axone’s processing of personal data is governed by the Privacy Policy (incorporated by reference) and the Data Processing Agreement executed between the parties. Axone complies with the DPDP Act 2023 of India, and supports the Customer’s NABH and ABDM compliance obligations through the platform’s built-in evidence-collection and audit features.

11. Warranties and disclaimers

Axone warrants that the Service will materially conform to its Documentation. Except for the express warranties stated in these Terms, the Service is provided “as is” and Axone disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Axone does not warrant that the Service will be uninterrupted or error-free beyond the SLA commitments stated in Section 6.

12. Limitation of liability

To the maximum extent permitted by law, Axone’s aggregate liability for any and all claims arising out of or related to this agreement shall not exceed the fees paid by the Customer to Axone in the twelve (12) months immediately preceding the event giving rise to the claim. Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or data, even if advised of the possibility of such damages.

Specific liability cap and carve-outs (for breach of confidentiality, IP infringement, or gross negligence) are subject to legal review.

13. Indemnification

Each party shall indemnify the other against third-party claims to the extent caused by (a) the indemnifying party’s breach of these Terms; (b) gross negligence or wilful misconduct of the indemnifying party; or (c) in Axone’s case, claims that the Service, as provided, infringes a third party’s intellectual-property rights. Indemnification is conditioned on prompt notice and reasonable cooperation.

14. Term and termination

The initial term is set out in the applicable order form. Thereafter, the agreement renews automatically for successive one-year terms unless either party gives at least sixty (60) days’ written notice of non-renewal. Either party may terminate for material breach not cured within thirty (30) days of written notice. Either party may terminate for convenience with sixty (60) days’ written notice, subject to applicable termination charges. On termination, all Customer Data shall be exported and returned per Section 7.

15. Force majeure

Neither party shall be liable for any failure to perform its obligations (other than payment) to the extent that the failure is caused by events beyond its reasonable control, including natural disasters, war, pandemic, governmental order, or large-scale infrastructure failure. The affected party shall promptly notify the other and resume performance as soon as reasonably practicable.

16. Governing law and dispute resolution

These Terms are governed by the laws of India. The parties shall first attempt to resolve any dispute amicably. Failing that, disputes shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996, conducted in English, seated in Bengaluru, Karnataka, by a sole arbitrator mutually appointed. Subject to the arbitration clause, the courts of Bengaluru have exclusive jurisdiction.

17. Notices

All notices shall be in writing and delivered by registered post or email to the address set out in the order form. Notices are deemed received on the date of registered-post delivery or the date of email acknowledgement, whichever is earlier.

18. Miscellaneous

• Entire agreement - these Terms, with the order form, MSA, DPA, and SLA, constitute the entire agreement and supersede all prior discussions.
• Severability - if any provision is held invalid, the remainder shall remain in effect.
• Assignment - neither party may assign without the other’s prior written consent, except in connection with a merger or sale of substantially all assets.
• Waiver - no failure or delay in exercising any right shall operate as a waiver.
• Survival - Sections on Confidentiality, IP, Data Protection, Liability, Indemnification, and Governing Law survive termination.

19. Contact

Axone Health Enterprizes Private Limited
CIN: U62013KA2024PTC190583
WeWork, Vaishnavi Signature, Outer Ring Road, Bellandur, Bengaluru, Karnataka, India
Contracts: team@axonehealth.com
General: team@axonehealth.com

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