Terms of Service

Effective date: 30 November 2024

Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the website located at www.drohealth.com (the “Site”) and our care management platform services (as further described below) accessible via the corresponding mobile application (“App”) offered by DOCSRCHOUT Healthcare Company Limited. (“DRO Health,” “we,” “us,” or “our”). To make these Terms easier to read, the Site, App and our technology services are collectively called the “Services.”

USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 112 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. THE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS.

1.Our Services

Our Services provide a variety of care management services, which are subject to availability (including availability of third-party websites, content, materials or other resources) and may include, without limitation:

Connecting you to patient portals to retrieve and download your health data and health insurance data.
Assisting with the entry of your health
Accessing patient education materials and preventive
Providing a directory listing of physicians and other licensed professionals who are registered with DRO Health and utilise our Services to telehealth services to their patients (“Clinicians”).
Providing price comparison and cost of care estimation tools for services offered by Clinicians and other physicians and other licensed professionals, lab services, medications, imaging, and other clinical products or services.
Conducting patient intake assessments through questionnaires to facilitate symptom- based triage, utilising patient-provided responses.
Facilitating chat-based, audio-based and video-based communication with
Providing SMS, in-app, and push notification alerts and other types of messages directly sent to you outside or inside the Services if you opt-in to receive them (our Privacy Policy provides information describing our data processing practices with respect to these alerts and messages).
Assisting with the generation of diagnostic orders and retrieval of results, e- prescriptions, and referrals to Clinicians.
Collection and processing of payments on behalf of Clinicians and other providers registered with DRO Health for clinical products and services rendered to or on behalf of patients.

DRO Health does not guarantee the availability of any feature, function, price, product, or service of the Services. We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one or any part of the existing Services. Under no circumstances will DRO Health be liable for any suspension or discontinuation of any of the Services or portion thereof, and any use of new features or services will be governed by these Terms.

2. Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

3. Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

For more details regarding Confidentiality obligations and restrictions on circumvention, please refer to Section 16 and 17 of these Terms.

4.Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site or the App, or sending other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

5.Who may use the App?

You may use the App only if you are 16 years or older (however, children under the age of 18 need the consent of their parents or guardians). You may download and install the App through an invitation from your Clinician or by downloading the App from an App Store. To use the App, you’ll need to create an account and provide certain basic information about yourself (including your mobile number, email, address, demographic information and medical history). We may also require identification verification. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorised use. You’re responsible for all activities that occur under your account.

6.Your relationship with DRO Health

DRO Health is a technology company that makes available the Site and App to help you manage your health information and communicate with Clinicians. In connection with the Services, DRO Health provides certain technological and other administrative support for professional practices (“Practices”) that employ or contract with Clinicians.

DRO Health acts solely as a technology platform to provide you with the Services, including connecting you with Practices and the Clinicians. We do not control or interfere with the practice of medicine or other licensed professional services by Practices or any Clinicians, each of whom is solely responsible for the medical care and treatment he or she provides to you, whether or not provided through the Site or App. We have no control over, and cannot guarantee the availability of, any Clinician at any particular time. We will not be liable for timeliness of chat response, cancelled or otherwise unfulfilled appointments, diagnosis or treatment provided, the quality of care, the cost of care, or any other injury or loss resulting or arising from, or related to, your use of the Services.

By accepting these Terms, you acknowledge and agree that DRO Health is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other healthcare provider-patient relationship with DRO Health. By connecting with a Clinician through the Services, you may, however, be entering into a doctor-patient or other health care provider-patient relationship with a Practice or one or more Clinicians. Practices and Clinicians may require that you enter into a separate agreement between you and the Practice or Clinician (as the case may be), which such agreement may be presented through the Services or accessible through the Services via links to third-party websites or other resources. Any terms, conditions and policies of the Practices and Clinicians are between you and the applicable Practice or Clinician (as the case may be), and are additional to, and do not replace or supersede, these Terms.

By accepting the Terms, you understand that Practices and Clinicians may send you messages, reports, and emails outside or inside the Services regarding your diagnosis or treatment. You further understand and agree that it is your responsibility to monitor and respond to these messages, reports, and emails and that DRO Health, the Practices, and the Clinicians are not responsible in any way for, and you will not hold DRO Health, any Practice, or any Clinician liable for, any loss, injury, or claims of any kind resulting from your failure to read or respond to these messages, reports, and emails or for your failure to comply with any treatment information or instructions from the Practice or your Clinician(s). Delivery of messages, reports, and emails is subject to effective transmission from your network operator and appropriate selection of your notification settings; accordingly, you understand and agree that DRO Health is not liable for delayed or undelivered messages, reports, and emails.

While you are not establishing a doctor-patient or other health care provider-patient relationship with DRO Health, by using the Services, you are establishing a direct customer relationship with DRO Health to use the products made available through the Services. As such, you may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy.

7.Disclosure regarding Content and Clinicians

The content on the Services is provided for informational and educational purposes only, and may be generated through DRO Health’s or its third-party licensors’algorithms (for example, price comparison and cost of care estimates) or artificial intelligence (conversational and generative tools) used in connection with providing the Services (for example, automated responses to intake questionnaire responses, automated notes generation, automated post-encounter follow-ups for adherence to the care plan, etc.). Price comparison and cost of care estimates provided by the Services may not be current or accurate, and actual costs may vary. Any content on the Services is not marketed, promoted or otherwise intended to be used to diagnose any disease or other condition, or to cure, mitigate, treat, or prevent any disease. For example, the content on the App may include artificial intelligence-based suggestions, preventive information, and searchable educational articles and videos on various health topics. Such content is not a replacement or substitute for medical care or specific professional advice, recommendation, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding your health. Never disregard professional medical advice or delay in seeking it because of information provided through the Services. DRO Health does not refer, recommend or endorse any particular Practice, Clinician, test, procedure, treatment, opinion, or other information that may appear through the Services. RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES BY DRO Health OR OTHER THIRD- PARTY CONTENT PROVIDERS IS AT YOUR OWN RISK AND MAY BE SUBJECT TO ADDITIONAL TERMS, CONDITIONS, AND POLICIES OF THE THIRD-PARTY CONTENT PROVIDER.
You are expected to seek follow-up or emergency care as needed or recommended by a Clinician, and you should continue to consult with your Clinician and any other health care providers as needed or recommended. Additionally, unexpected events (including unavailability of third-party services incorporated in, used by, or accessible through the Services) may disrupt our electronic communication with you and we may not be able to contact you as quickly as we would like to due to uncontrollable circumstances. Moreover, please be aware that Clinicians tailor their response to your specific situation, taking into account the information you have shared, and their response may not be appropriate for other similarly situated patients.
DRO Health or its designee takes certain limited steps at the time of their registration to verify that Clinicians that register with DRO Health hold licenses or certifications applicable to provide care to you through the Services, but DRO Health does notactively monitor the status of such licenses or certifications. DRO Health does not ensure that Clinicians (i) possess all valid, unexpired, unrevoked and unrestricted licenses, authorisations, and certifications as may be required to provide care (including telehealth services) to you; (ii) have and maintain appropriate and applicable insurance coverages; and (iii) do not appear on a sanctioned or excluded party list as prepared by the Medical and Dental Council of Nigeria, the Federal Ministry of Health, or comparable state agencies, or are otherwise not excluded, debarred, suspended or otherwise ineligible to participate in federal or state health care programs. Any information or advice received from a Clinician comes from the Clinician or Practice and DRO Health is not responsible for the quality and appropriateness of any care that the Clinician or Practice renders to you through the Services. While DRO Health may facilitate your selection of and communications with the Clinician, it is the Clinician providing the professional services or clinical advice. You can report a complaint relating to any care services provided by a Clinician by contacting the applicable professional licensing board in your state, or by contacting DRO Health directly. Any clinical records created as a result of your use of the Services will be maintained by DRO Health or its service providers on behalf of the Clinician with whom you consult, for a period that is no less than the minimum number of years that such records are required to be maintained under applicable state and federal law.
DRO Health can facilitate chat-based, audio-based or video-based communications between you and Clinicians in order for you to receive telehealth services from Clinicians. The information exchanged between Clinicians and you may be used by the Clinicians for diagnosis, therapy, treatment, follow-up care, consultation, education, and care management, and by yourself for self-management of your health care.
There are potential risks associated with care (including telehealth services) provided by Clinicians through the Services:
1. Information available to the Clinicians may not be sufficient to make a correct diagnosis or other professional decisions. Information that can be obtained only byin-person, physical examination or by being physically present with the patient may not be available. In some cases, the Clinician may conclude that the information transmitted through the Services is not sufficient (e.g., poor resolution of images, delayed delivery of chat or other messages, incomplete health data, etc.) or that on some other basis the nature of your issue is such that it does not allow for the care to be provided appropriately by the Clinician without an in-person evaluation.
2. Any technical failure or power outage could delay or disrupt communications and hinder, delay or erase the ability to assist you. These limitations could result in incorrect assessment or diagnosis, which in turn could lead to care that is not helpful, or that could be harmful or cause other problems. Clinicians communicating withyou through the Services are aware of these limitations and take them into account in making professional decisions within the scope of their practice as a licensed clinician, but the risk of error nevertheless exists.
3. The network and software security protocols we use could fail, and there could be a breach of privacy of your health information. Unfortunately, the transmission of information via the internet is not completely secure. We cannot guarantee the security of your personal information transmitted to, or through, our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures employed by the services.
4. In some cases, applicable laws may prevent Clinicians from providing the care (including telehealth services) you desire through the Services. When that is the case, the Clinician will refer you to an appropriate provider who can provide the care you desire.

You are under no obligation, of course, to connect with a Clinician via the Services. You may obtain conventional, in-person care.

8.Limited Use and Availability

Our Services may be subject to state or federal regulations and may change from time to time due to changes in applicable regulatory requirements. In some cases, the Services may not be the most appropriate way for you to manage your health and wellness, or provide information to, communicate with or seek medical care and treatment from a healthcare provider. For example, certain medical conditions may require an in-person procedure or a healthcare provider other than your Clinician, or your Clinician may determine that your diagnosis or treatment requires an in-person office visit or is otherwise not appropriately addressed through use of the Services. In such a case, you may receive notification that you will be unable to use the Services for the particular issue you submitted and may be provided with additional information regarding next steps.

9.Transactions and Payments

General
The Services may collect and process payments on behalf of third-party service providers, including Clinicians and other providers of clinical products and services, allow you to make purchases for certain products and services provided by these Clinicians and other third-party service providers, and facilitate certain payment transactions for you in connection with such purchases (each, a “Clinician-Related Transaction”). The Services may also collect and process payments on behalf of DRO Health, allow you to make purchases for certain products and services provided by DRO Health that are not the subject of Clinician-Related Transactions, and facilitate certain payment transactions for you in connection with such purchases (each, a “DRO Health-Related Transaction”; and together with Clinician-Related Transactions, “Transactions”). You expressly authorise us (or our third-party payment processor) to charge you for each of your Clinician-Related Transactions on behalf of the Clinician or other third-party service provider and for each of your DRO Health-Related Transactions on behalf of DRO Health. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorise us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non- transferable. All fees and applicable taxes, if any, are payable in Nigerian Naira (₦).
Cancelling a Transaction
UNLESS SPECIFIED OTHERWISE IN THE CANCELLATION POLICY PRESENTED THROUGH THE SERVICES AT THE TIME OF YOUR TRANSACTION, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE TRANSACTION OR RECEIVE A REFUND FOR YOUR TRANSACTION AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction, we’ll refund any payment you have already remitted to us for such Transaction.

10.Feedback

We appreciate feedback, comments, testimonials, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you. DRO Health will not publish your name or other identifying information in connection with any testimonial unless you have given us your prior approval. DRO Health may republish any publicly available review, comment, or testimonial about DRO Health or the Services on the Site or in other media.

11.Your Content

User Content:
Our Services may allow you to submit, store, or share information, data, or content such as text (in posts or communications with Clinicians or others), files, assessments, self-report measures, lab samples, laboratory and imaging results, prescriptions and pharmaceutical documents, medical records and other health data (including any retrieved from any third- party websites or other resources accessible through the Services), documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content.” DRO Health does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
Permission to your User Content:
By making any User Content available through the Services, you hereby grant to DRO Health a non-exclusive, transferable, worldwide, royalty-free license, with the right to sub- license, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, improving and providing the Services, subject to applicable privacy laws and in accordance with our Privacy Policy. The foregoing license includes the right to use User Content for training artificial intelligence models used in connection with the Services. You may choose to exclude your User Content from training artificial intelligence models by modifying your account settings or reaching out to our support team.
Your Responsibility for User Content
You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by DRO Health on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Removal of User Content
You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. Even upon termination of your account, DRO Health may retain your medical records subject to applicable laws, which may not be removed from the DRO Health system/platform. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
DRO Health Intellectual Property
We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

12.Rights and Terms for the App

App License
If you comply with these Terms, DRO Health grants to you a limited non-exclusive, non- transferable license, with no right to sub-license, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to other users through any means.
App Stores
This Section applies to the App that you acquire from third-party application stores (e.g., the Apple App Store, Google Play App Store, or other third-party platform from which you download and install the App) (each, together with its provider, an “App Store”). The App Store has no obligation to furnish any maintenance and support with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Store, and the App Store will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, the App Store will have no other warranty obligation whatsoever with respect to the App. The App Store is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The App Store is not responsible for the investigation, defence, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. The App Store and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, the App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a Nigerian Government embargo, or that has been designated by the Nigerian Government as a terrorist-supporting country; and (ii) you are not listed on any Nigerian Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.

13.Service Text Messages

If you provide your cellular phone number to DRO Health (either online or via text message), you specifically authorise DRO Health to send SMS or MMS text messages to your phone for purposes of receiving one-time passwords, alerts, notifications, and other messages related to the Services. Our Privacy Policy provides information describing our data processing practices with respect to these alerts and messages. Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider. You can opt out of receiving text messages at any time by adjusting your notification settings in your account or otherwise following the given instructions for doing so. Note that your use of the Services is subject to you providing a valid cellular phone number for purposes of receiving SMS or MMS text messages, and opting out of receiving all texts will impact your use of the Services.

If you change or deactivate the phone number you provided to DRO Health, you have an affirmative obligation to update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive DRO Health’s standard SMS messages unless you also unsubscribe via the above procedures.

14.General Prohibitions and DRO Health’s Enforcement Right

You agree not to do any of the following:

Post, upload, publish, submit or transmit any User Content that: (i) constitutes healthdata or health insurance data of any individual other than yourself or infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
Use, display, mirror or frame the Services or any individual element within the Services, DRO Health’s name, or any other name used by DRO Health, any DRO Health trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without DRO Health’s express written consent;
Access, tamper with, or use non-public areas of the Services, DRO Health’s computer systems, or the technical delivery systems of DRO Health’s providers;
Attempt to probe, scan or test the vulnerability of any DRO Health system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by DRO Health or any of DRO Health’s providers or any other third party (including another user) to protect the Services;
Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and search agents provided by DRO Health or other generally available third-party web browsers;
Send any unsolicited or unauthorised advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilising a DRO Health trademark, logo URL or product name without DRO Health’s express written consent;
Use the Services, or any portion thereof, for any commercial purpose or for the benefitof any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
Interfere with, or attempt to interfere with, the access of any user, host or network, including,without limitation, sending a virus, overloading, flooding, spamming, or mail- bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonateor misrepresent your affiliation with any person or entity;
Stalkor harass any DRO Health personnel or Clinician either through or outside your use of the Services;
Reportfalse or fictitious emergencies, whether relating to yourself or others;
Violateany applicable law or regulation; or
Encourageor enable any other individual to do any of the

15.Third-Party Services

The Services may allow you to access third-party websites, content, materials or other resources (including those made available by Practices and Clinicians). We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources. We may incorporate third party software or materials as part of certain of the Services, including without limitation open source third party software. Your use of such third-party software or materials is subject to any and all applicable additional terms and conditions governing such use provided by the third-party. Where applicable, additional notices relating to the third-party may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third-party software or content.
You acknowledge and agree that DRO Health incorporates, connects to, or integrates with certain services provided by its third-party providers and licensors (“3PProviders”, and such services provided by them, as incorporated in, connected to, or integrated with the Services, the “3P Services”). You agree that the provisions set forth in Section 6, Section 7, and Section 19 apply with respect to the 3P Providers and the 3P Services. Each 3P Provider owns all right and title in and to the intellectual property comprising its 3P Services. You will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re- sell any information, software, products, or services obtained from or through the 3P

16.Confidentiality Obligations

Both parties agree to keep confidential all non-public information, including but not limited to technical, financial, and proprietary data disclosed during the use of the Services (“Confidential Information”). Confidential Information shall not be disclosed to any third party without prior written consent, except as required by law or regulatory authority. Users acknowledge that any unauthorised disclosure of Confidential Information may result in irreparable harm to DRO Health.

All parties interacting with or through DRO Health’s platform, including but not limited to users, clinicians, employees, vendors, partners, and other entities (“Participants”), agree to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed or accessed through their relationship with DRO Health (“Confidential Information”).

Confidential Information includes but is not limited to:

Personal data, health records, and any other information protected under applicable privacy laws.
Business operations, financial data, proprietary technology, trade secrets, and intellectual property belonging to DRO Health or its affiliates. Any other information marked as confidential or reasonably understood to be confidential based on the context of disclosure.

Participants shall not disclose Confidential Information to any third party without prior written consent, except as required by law or regulatory authority. Confidential Information shall be used solely for the purposes expressly authorised by DRO Health and all reasonable measures must be taken to protect the confidentiality of such information, including implementing appropriate security measures.

However, these obligations do not apply to information that:

Was already known to the receiving party without an obligation of confidentiality.
Becomes publicly available without breach of this clause.
Is independently developed by the receiving party without reference to the disclosed information. the context of disclosure.

Any unauthorised disclosure, use, or mismanagement of Confidential Information will be treated as a serious violation of these terms and such actions may result in termination of access to the Services and legal action, including but not limited to injunctive relief and recovery of damages.

17. Non-Circumvent Clause

Users, Clinicians, employees, vendors, partners, and any other parties interacting with or through DRO Health’s platform or services agree not to directly or indirectly engage, solicit, contract, or enter into agreements with any individual, entity, or organization introduced through DRO Health’s Services for the purpose of bypassing DRO Health’s platform, agreements, or financial obligations.

This clause specifically includes but is not limited to:

Circumventing the use of DRO Health’s platform for financial transactions or service facilitation.
Establishing direct relationships with Clinicians, employees, vendors, or any other parties introduced through DRO Health’s platform without DRO Health’s prior written consent.
Engaging in activities that undermine DRO Health’s operational or financial interests. the context of disclosure.

Any breach of this clause will result in immediate termination of access to the Services and may be subject to legal action, including but not limited to injunctive relief and recovery of damages.

18. Termination

We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time via the account management page of the Site or the App, whereupon DRO Health will remove your access to the Services, and DRO Health will cease proactively contacting you. However, even upon termination of your account, DRO Health may retain your medical records subject to applicable laws, which may not be removed from the DRO Health system/platform. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6, 7, 8, 10, 11, and 14 through 24.

19.Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, relevance, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services. General advice and other content relayed through the Services is provided for informational and educational purposes only and is not intended to replace or substitute any medical care or specific professional advice, diagnosis or treatment. DRO Health makes no representations or warranties regarding, and will have no responsibility for, diagnosis or treatment provided, the quality of care, the cost of care, or any other injury or loss resulting or arising from, or related to, your use of the Services.

20. Indemnity

You will indemnify and hold DRO Health and its officers, directors, employees, contractors, service providers, licensors, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms.

21.Limitation of Liability

To the maximum extent permitted by law, neither DRO Health nor its service providers involved in creating, producing or delivering the services, will be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these terms or from the use or inability to use the services, whether based on warranty, contract, tort (including negligence), product liability, professional malpractice or any other legal theory, and whether or not DRO Health or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
To the maximum extent permitted by law, in no event will DRO Health’s total liability arising out of or in connection with these terms or from the use of or inability to use the services exceed the amounts you have paid or are payable by you to DRO Health for use of the services or One Hundred and Fifty Thousand Naira ( ₦150,000), if you have not had any payment obligations to DRO Health, as applicable.
The exclusions and limitation of damages set forth above are fundamental elements for the basis of the bargain between DRO Health and you.

22.Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the Arbitration and Mediation Act (AMA) 2023 and the laws of the Federal Republic of Nigeria, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and DRO Health are not required to arbitrate will be the High Court of Lagos State, and you and DRO Health each waive any objection to jurisdiction and venue in such courts.

23.Dispute Resolution

Mandatory Arbitration of Disputes
We each agree that any dispute, claim or controversy arising out of or relating to the use of the Services, these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and DRO Health agree that the Arbitration and Mediation Act (AMA) 2023 governs the interpretation and enforcement of these Terms, and that you and DRO Health are each waiving the right to a trial or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions
As limited exceptions to Section 21(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration rules

The arbitration will be conducted by the Nigerian branch of the Chartered Institute of Arbitrators (CiArb) in accordance with AMA 2023 and the arbitration rules of the CiArb.
Any arbitration hearings will take place in Lagos, unless we both agree to a different location and shall be conducted in English. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitrations Costs
Payment of all filing, administration and arbitrator fees will be governed by the AMA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief
Except as provided in Section 21(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver
YOU AND DRO HEALTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability
With the exception of any of the provisions in Section 21(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

24.General Terms

Reservation of Rights
DRO Health and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the Federal republic of Nigeria and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between DRO Health and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between DRO Health and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without DRO Health’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. DRO Health may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices
Any notices or other communications provided by DRO Health under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights
DRO Health’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of DRO Health. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Limitation of Claims
No action arising under or in connection with these Terms, regardless of the form, may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.

25.Contact Information

If you have any questions about these Terms or the Services, please contact DRO Health at contact@drohealth.com

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