ALEX Terms of Service - v1.0

Part 1 - About These Terms

1.1 Acceptance and Binding Nature

These Terms of Service (the "Agreement", these "Terms") govern your access to and use of the ALEX platform (the "Platform"), whether accessed through the ALEX mobile application, the ALEX web application, and/or authorised and provisioned application-programming interfaces (APIs) or other interfaces. By accessing, browsing, registering for, subscribing to, or using the Platform, you agree to be bound by these Terms and by the documents incorporated by reference in §1.4.

If you do not agree to these Terms, you must not access or use the Platform. If you are accepting these Terms on behalf of a Tenant, Partner, or other legal entity (an "Organisation"), you represent and warrant that you have authority to bind that Organisation, in which case "you" and "your" refer to that Organisation and its authorised users.

1.2 Who You Are Contracting With

The contracting party for this Agreement, and the sole entity carrying operational and legal responsibility for the Platform, is ALEX Tech Pte. Ltd., a Singapore private limited company (UEN 202308966D) with registered office at 68 Circular Road, #02-01, Singapore 049422 ("ALEX Tech", "we", "us", "our"). As at the effective date of this Agreement, ALEX Tech Pte. Ltd. has no formally incorporated country subsidiaries. ALEX Tech Pte. Ltd. may in the future incorporate wholly-owned country subsidiaries to meet local data-residency, licensing, regulatory, or business needs. Any illustrative country-subsidiary names that may be used from time to time in this Agreement or in related materials (for example, "ALEX Tech (Thailand) Ltd.", "ALEX Tech (Malaysia) Sdn. Bhd.", "ALEX Tech Philippines Inc.") are indicative only and are subject to change; the actual legal name of any future country subsidiary will be confirmed at the time of that subsidiary's incorporation. Once a country subsidiary is incorporated and where local law requires that country subsidiary be the contracting entity for users in that country, this Agreement is entered into by that country subsidiary; until then, all obligations of ALEX under this Agreement in the relevant country attach to ALEX Tech Pte. Ltd. directly.

ArcNovo Tech Inc. (a Wyoming corporation, qualified to transact business in California as a foreign corporation, with registered office at 30 N Gould St, Ste N, Sheridan, WY 82801-9346, USA) is the intellectual property owner and licensor of the ALEX Platform to ALEX Tech under an intercompany licence agreement. ArcNovo Tech Inc. is not a party to this Agreement, is not a Controller, Processor, Business Associate, or contracting counterparty in respect of Platform operations, and does not bear obligations or liabilities under this Agreement (see also ALEX Privacy Notice §1.6). Any recourse under this Agreement lies against ALEX Tech (or its relevant country subsidiary) - not against ArcNovo Tech Inc.

1.3 Scope - Who These Terms Cover

These Terms apply to five principal audiences:

1. Patients who access the Platform directly through the ALEX patient mobile application, patient web application, or authorised patient-facing APIs or interfaces.
2. Tenants - healthcare organisations (hospitals, clinics, laboratories, imaging centres, pharmacies, insurers, and health-adjacent enterprises) that contract with ALEX Tech to use the Platform. Tenants are additionally subject to a Master Services Agreement (MSA) and, where personal data or PHI is processed, a Data Processing Addendum (DPA) and (for US Covered Entity Tenants) a Business Associate Agreement (BAA) that govern the commercial and data-processing relationship. In the event of conflict between these public Terms and the Tenant's MSA/DPA/BAA, those Tenant-specific instruments prevail as to the Tenant's use of the Platform (see §20.8 Order of Precedence).
3. Tenant Workforce Users - clinicians, administrators, and other staff of Tenant Organisations who use the Platform in the course of employment.
4. Partners - participants in the ALEX partner ecosystem programme, additionally subject to a Partner Ecosystem Agreement that governs the partner-specific rights and obligations.
5. Corporate visitors - visitors to alexcare.tech and related properties; prospective customers; job applicants; investors.

1.4 Related Agreements - Incorporated by Reference

The following documents are incorporated into these Terms by reference and form part of the Agreement between you and ALEX Tech:

• ALEX Privacy Notice - governs collection, use, and protection of Personal Data and PHI, and establishes Patient Data Sovereignty (Part 1.5 of the Notice) and the ArcNovo / ALEX Tech corporate-structure allocation (Part 1.6 of the Notice). The current version is published at alexcare.tech/privacy-notice.
• Acceptable Use Policy - set out at Part 6 of this Agreement.
• Cookie Policy - governs cookies and similar technologies. Will be published at alexcare.tech/cookies once available; in the interim, the current version is available on request via privacy@alexcare.tech.
• Data Processing Addendum (DPA) - for Tenants, on request or automatically incorporated with Tenant MSA.
• Business Associate Agreement (BAA) - for US Covered Entity Tenants.
• Service Level Agreement (SLA) - for Tenants, on request or automatically incorporated with Tenant MSA.
• Partner Ecosystem Agreement - for Partners.
• Product-specific supplementary terms - where a specific module, feature, or API is subject to supplementary terms, those terms are additionally binding and prevail in respect of that module in the event of conflict (see §20.8 Order of Precedence).

1.5 Definitions

Capitalised terms have the meanings set out below, or where defined elsewhere in this Agreement:

---

Part 2 - Eligibility and Account

2.1 Age and Legal Capacity

You represent that you are at least the age of majority or age of digital consent in your jurisdiction (as applicable - see ALEX Privacy Notice Part 14) and have the legal capacity to enter into a binding contract. Where a Patient is a minor, an account may only be opened and operated through a parent or legal guardian custodial account, and the parent/guardian accepts these Terms on the minor's behalf and is responsible for the minor's compliance.

2.2 Account Registration

To access certain features you must register for an account. You agree to (a) provide accurate, current, and complete registration information; (b) maintain the security and confidentiality of your credentials; (c) promptly update your registration information to keep it accurate; and (d) accept responsibility for all activity that occurs under your account (subject to §2.3 on unauthorised access).

2.3 Credential Security and Unauthorised Access

You are responsible for maintaining the confidentiality of your login credentials, including your password and any multi-factor authentication factor (an "MFA Factor"). You must (a) select credentials of appropriate strength; (b) not share credentials with any other person; and (c) notify us immediately at security@alexcare.tech on learning or suspecting that your credentials have been compromised. On timely notification of a suspected credential compromise, we will act promptly to secure your account; you are not responsible for unauthorised activity that occurs after we have received your notification and had a reasonable opportunity to act.

2.4 Access on Behalf of an Organisation

If you use the Platform on behalf of an Organisation, you represent and warrant that (a) you are authorised to do so; (b) your acceptance of these Terms binds the Organisation; and (c) the Organisation is responsible for the actions and omissions of its authorised users. Nothing in this §2.4 limits any statutory or fiduciary duty that any individual may owe to the Organisation.

---

Part 3 - The Platform

3.1 Description

The Platform is a healthcare technology platform providing (as applicable to your role and to the modules for which you have valid subscription): patient identity and health-record functionality; clinical workflow and documentation; laboratory, imaging, pharmacy, and referral order management; cross-provider clinical routing on the ALEX Network; billing and claim submission to payers and government schemes; analytics; and related supporting functionality. Access is provided through the ALEX mobile application(s), web application(s), and/or authorised and provisioned APIs or other interfaces.

3.2 Access Grant

Subject to your continued compliance with these Terms and (where applicable) your Tenant MSA / BAA / DPA / Partner Ecosystem Agreement, and subject to timely payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your permitted purposes (see Part 4).

3.3 Changes to the Platform

We may update, modify, add to, or discontinue features of the Platform from time to time. For material changes that adversely affect your permitted use, we will provide reasonable advance notice (at least 30 days for Tenants and Partners, and reasonable notice for Patients) except where a change is required by Applicable Law, security, or safety considerations. Where a discontinuation of a paid feature materially affects a Tenant, the Tenant may terminate the affected subscription on prorated pre-paid-fee refund per the Tenant MSA / SLA.

3.4 Availability and Service Levels

Availability commitments for Tenant subscriptions are set out in the Service Level Agreement (SLA). For non-paying users and general Platform access, we operate the Platform on a commercially reasonable "as-available" basis, subject to Force Majeure (Part 17) and scheduled maintenance for which we will endeavour to provide advance notice.

---

Part 4 - Licence, Restrictions, and Reservation of Rights

4.1 Licence

Subject to §3.2, you receive a limited licence to use the Platform solely for the purposes described in these Terms and (where applicable) your Tenant MSA or Partner Ecosystem Agreement.

4.2 Restrictions on Use

You must not, and must not permit any third party to:

• (a) copy, modify, adapt, translate, or create derivative works of the Platform or any ALEX Tech content, except as permitted by Applicable Law that cannot be excluded by contract;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, algorithms, or training data of the Platform, except to the extent Applicable Law permits reverse engineering that cannot be excluded by contract;
• (c) rent, lease, sub-license, resell, or otherwise commercially exploit the Platform, except as expressly permitted under a Tenant MSA or Partner Ecosystem Agreement;
• (d) remove, obscure, or alter any proprietary rights notice on the Platform or on any output of the Platform;
• (e) use the Platform to develop a competing product or service, or to benchmark competitively for public disclosure without our prior written consent;
• (f) use the Platform, or the results of the Platform, to train any machine-learning or artificial-intelligence model unless expressly authorised by these Terms, by a Tenant MSA, or by a separate written agreement;
• (g) use the Platform in any manner that violates Applicable Law or that infringes the rights of any third party;
• (h) circumvent or attempt to circumvent any usage limit, quota, security control, rate limit, or authentication mechanism;
• (i) introduce any virus, malware, or other harmful code, or otherwise attempt to disrupt or interfere with the operation of the Platform;
• (j) engage in unauthorised access, scraping, crawling, indexing, framing, or bulk data extraction from the Platform, other than through documented and authorised APIs; or
• (k) act in any manner that is inconsistent with the Acceptable Use Policy set out at Part 6.

4.3 Reservation of Rights

Except for the limited licence granted in §4.1, all rights in and to the Platform - including all intellectual property rights owned by ArcNovo Tech Inc. as licensor and any rights of ALEX Tech in derivative works - are expressly reserved. No rights are granted by implication, estoppel, or otherwise.

4.4 Feedback

If you provide us with feedback, suggestions, or ideas about the Platform ("Feedback"), you grant ALEX Tech (and, through ALEX Tech, ArcNovo Tech Inc. as IP owner and licensor) a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, incorporate, and exploit that Feedback in the Platform and in related products and services. This §4.4 does not apply to Personal Data or PHI, which are governed by Part 10 and by the ALEX Privacy Notice.

---

Part 5 - User-Category-Specific Terms

5.1 Patients

5.1.1 Purpose. The Patient Application is designed to help you manage your identity, health record, appointments, prescriptions, and interactions with ALEX-Tenanted healthcare providers.

5.1.2 Not a Substitute for Professional Care. See §8.4. The Platform is not a healthcare provider and does not itself provide medical diagnosis, treatment, or advice.

5.1.3 Patient Data Sovereignty. Your sovereignty rights over your Personal Data and PHI are governed by ALEX Privacy Notice §1.5 and Part 13. ALEX Tech processes your data as steward, not as owner.

5.1.4 Consent to Cross-Provider Routing. You may grant, revoke, or scope consent for cross-provider routing of your data through the ALEX Network via in-application consent controls at any time; revocation is prospective and does not affect the lawfulness of prior processing.

5.2 Tenants and Tenant Workforce

5.2.1 Tenant MSA Governs. Your commercial rights and obligations as a Tenant are principally governed by the Tenant Master Services Agreement (MSA) with ALEX Tech. These Terms apply to Tenants and Tenant Workforce Users to the extent not inconsistent with the MSA (see §20.8 Order of Precedence).

5.2.2 Tenant Responsibilities. Each Tenant is responsible for (a) obtaining and maintaining any patient consents or authorisations required under Applicable Law in respect of the Tenant's processing of patient data through the Platform; (b) exercising Covered Entity (HIPAA) or Controller (GDPR / PDPA) duties toward its patients; (c) provisioning, deprovisioning, and managing Tenant Workforce Users; (d) maintaining accurate patient identifiers and clinical records; and (e) complying with clinical-record retention and applicable local healthcare regulation.

5.2.3 No Ownership of Patient Data by Tenant. As set out in ALEX Privacy Notice §1.5.3, a Tenant's compliance role as Covered Entity or Controller does not confer ownership of any patient's Personal Data or PHI. The Tenant is bound by the anti-appropriation, anti-alienation, and successor-obligation provisions of ALEX Privacy Notice §1.5, and mirror provisions of the Tenant MSA / DPA / BAA.

5.3 Corporate Visitors

Corporate visitors access alexcare.tech and related properties. Use is subject to these Terms, the Privacy Notice, and the Cookie Policy. Corporate visitors may submit contact-form enquiries, subscribe to newsletters (where consent has been captured for such contact), or apply for employment (governed by a separate applicant privacy notice on request).

5.4 Partners

Partners in the ALEX partner ecosystem programme are additionally bound by the Partner Ecosystem Agreement, which addresses partner certification, integration standards, revenue-share arrangements, non-ownership of patient data (per ALEX Privacy Notice §1.5.4), independent-AI-training prohibitions on identifiable patient data, and consequences (including revocation of certification) for violation.

---

Part 6 - Acceptable Use Policy

You must not, and must not permit any user of your account or Organisation to:

6.1 Prohibited Conduct

• (a) Use the Platform for any purpose that is illegal, harmful, fraudulent, deceptive, defamatory, obscene, or otherwise objectionable.
• (b) Impersonate any person or entity, or misrepresent affiliation with any person or entity.
• (c) Harvest, collect, or process Personal Data from other users or from the Platform for any purpose not authorised by these Terms, by your Tenant MSA, or by Applicable Law.
• (d) Engage in phishing, social engineering, or credential compromise against ALEX Tech, its users, its sub-processors, or its partners.
• (e) Interfere with, disrupt, or degrade the Platform, including its infrastructure, security controls, or the experience of other users.
• (f) Circumvent, disable, or otherwise interfere with security features of the Platform.
• (g) Use the Platform to transmit unsolicited communications, chain letters, or mass messaging in violation of anti-spam laws (including CAN-SPAM, CASL, GDPR Art. 21, PDPA-SG DNC Registry, and local equivalents).

6.2 Prohibited Content

You must not upload, transmit, or otherwise make available through the Platform any content that:

• (a) infringes any third-party intellectual property, privacy, publicity, or contract right;
• (b) contains malware, viruses, worms, trojans, or other harmful code;
• (c) contains material that is unlawful, defamatory, obscene, hateful, threatening, harassing, or otherwise inappropriate to the healthcare context;
• (d) contains fraudulent claims regarding healthcare products, services, or clinical outcomes;
• (e) misrepresents another person's PHI, or presents PHI without proper lawful basis and (where required) authorisation.

6.3 System-Integrity Restrictions

You must not:

• (a) exceed usage limits, quotas, or rate limits published in Platform documentation;
• (b) probe, scan, or test the vulnerability of the Platform outside of a mutually agreed-upon coordinated-disclosure or bug-bounty programme (a security.txt disclosure channel will be published at alexcare.tech/.well-known/security.txt once available; in the interim, coordinated-disclosure submissions may be sent to security@alexcare.tech);
• (c) attempt to gain unauthorised access to any part of the Platform, to other users' accounts, or to any related system;
• (d) use automated means (bots, scrapers, crawlers) other than through documented and authorised APIs.

6.4 Consequences of Violation

Violation of this Part 6 may result in immediate suspension of your access, termination of your account, forfeiture of any pre-paid fees for the period of terminated access, referral to law-enforcement, civil claim for damages, and (for Tenants and Partners) contract termination for cause. Where a violation affects patient safety or system integrity, we may suspend access without prior notice.

---

Part 7 - User Content

7.1 Definition

"User Content" means any content you submit, upload, transmit, or make available through the Platform - including clinical documentation, images, notes, form submissions, comments, and (for Tenants) content generated by Tenant Workforce Users using the Platform. Personal Data and PHI are User Content but are separately governed by the ALEX Privacy Notice and applicable data-protection law.

7.2 You Retain Rights

As between you and ALEX Tech, you retain all rights in and to your User Content, subject to (a) any rights of third parties (for example, the Tenant Covered Entity's compliance responsibilities in respect of Tenant Workforce User outputs), and (b) the licence granted in §7.3.

7.3 Limited Licence to ALEX Tech

You grant ALEX Tech a limited, non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display, and route your User Content solely for the purpose of providing the Platform to you and to your authorised counterparties (for example, routing a clinical order to a fulfilment provider on the ALEX Network per your instruction), and to comply with Applicable Law. This licence terminates when your User Content is deleted from the Platform, subject to backup-window purge, legal-hold, and Tenant-clinical-record-retention obligations.

7.4 User Warranties

You represent and warrant that (a) you have all necessary rights to submit your User Content to the Platform; (b) your User Content does not violate Part 6.2 (Prohibited Content); and (c) where your User Content includes Personal Data or PHI of any other person, you have the lawful basis required to submit that data to the Platform.

7.5 De-identified and Aggregate Analytics

Consistent with ALEX Privacy Notice §6.3 and §1.5.9, we may use de-identified, aggregated, or synthetic data derived from User Content for legitimate platform-improvement and permitted research purposes. We do not sell or license such data to any third party for that party's independent commercial exploitation. Identifiable patient data is not used for AI Model training except on the bases set out in ALEX Privacy Notice §6.3.

---

Part 8 - AI, Automated Decision-Making, Clinical Safety, and Emergency Use

8.1 AI-Assisted Functionality

The Platform includes AI-assisted functionality - including AI-drafted clinical documentation, code suggestions, patient-facing summaries, translations, triage support, and decision support. AI outputs are computational suggestions, not medical judgments. See also ALEX Privacy Notice Part 6 (AI, Model Training, and Automated Decision-Making).

8.2 Human Clinician Sign-Off

Clinically consequential outputs of the Platform require sign-off by a licensed human clinician within the Tenant's workflow. ALEX Tech designs the Platform so that AI proposes and the licensed clinician disposes. Tenants and Tenant Workforce Users are responsible for exercising professional clinical judgment and for the clinical accuracy and appropriateness of every clinical decision made through or with the aid of the Platform.

8.3 Automated Decision-Making (ADM)

Where the Platform employs Automated Decision-Making that produces legal or similarly significant effects on you (for example, automated fraud block on suspicious authentication), you have the rights described in ALEX Privacy Notice §6.2 - to be informed, to obtain human review, to express your point of view, and to contest the decision.

8.4 Not Medical Advice

IMPORTANT. ALEX Tech is a technology provider, not a healthcare provider. The Platform does not itself provide medical diagnosis, treatment, prescription, or advice. Information made available through the Platform is not a substitute for professional medical judgment. Always consult a qualified healthcare provider for medical questions, diagnoses, or treatment decisions. Do not disregard, avoid, or delay obtaining professional medical advice because of information accessed through the Platform.

8.5 Emergency Use Limitation

IMPORTANT. The Platform is not designed for, and must not be used for, medical emergencies. If you or another person is experiencing a medical emergency, call your local emergency number (for example, 911 in the United States; 995 in Singapore; 1669 in Thailand; 999 in Malaysia; 911 in the Philippines; 112 or the local equivalent in EEA member states) or attend the nearest emergency department. ALEX Tech is not liable for any harm arising from the use of the Platform in place of appropriate emergency services.

8.6 Model Output Disclaimer

AI Model outputs are subject to intrinsic limitations of the underlying models, including the possibility of factually incorrect, biased, incomplete, or misleading outputs. ALEX Tech uses commercially reasonable safeguards to minimise such outputs in clinical contexts, but does not warrant that AI outputs are free from error. See Part 13 Disclaimers.

8.7 EU AI Act and Framework Positioning

For AI systems in scope of the EU AI Act (Regulation (EU) 2024/1689), classification is made per system and per intended purpose - Article 6(1) / Annex I (medical device or safety component) or Article 6(2) / Annex III (including certain clinical decision support, biometric, and workforce use cases) - and ALEX Tech operates the risk-management, data-governance, technical-documentation, transparency, human-oversight, accuracy, robustness, and cybersecurity regime required for the applicable classification (see ALEX Privacy Notice §6.4). EU AI Act database registration is completed where required. An AI Transparency Notice will be published at alexcare.tech/ai-transparency once available; in the interim, requests for per-system classification and AI-transparency information may be sent to privacy@alexcare.tech.

---

Part 9 - Fees, Payment, and Taxes

9.1 Fees

Fees for the Platform are as set out (a) for Tenants and Partners, in the Tenant MSA / Partner Ecosystem Agreement or in an accepted commercial order; (b) for direct-to-consumer Patient services (where offered), on the Platform pricing pages current at the time of purchase.

9.2 Payment Terms

Unless otherwise agreed in a Tenant MSA or accepted order: (a) fees are due in advance on the schedule stated in the invoice; (b) payment is in the currency stated in the invoice; (c) invoices are payable net 30 days from invoice date; (d) undisputed overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law; (e) we may suspend service for material overdue amounts on 15 Business Days' written notice; (f) suspension does not relieve you of the obligation to pay for the affected period.

9.3 Taxes

Fees are exclusive of GST, VAT, sales tax, withholding tax, and other transaction taxes, which are your responsibility unless otherwise stated. Where a jurisdiction requires us to charge such tax, we will do so and include it on the invoice.

9.4 Refunds

Except as expressly stated in a Tenant MSA, SLA credit provision, or Applicable Law that cannot be excluded by contract, fees are non-refundable once paid. Statutory refund rights of consumers are preserved (see §13.4 and jurisdictional Annexes).

9.5 Payment-Processor Security

Payment data is processed by PCI DSS Level 1 sub-processors identified in the ALEX Privacy Notice Appendix 1. ALEX Tech does not store full card PAN.

---

Part 10 - Data Protection, Privacy, PHI, and Sovereignty

10.1 Privacy Notice

Our collection, use, disclosure, transfer, retention, and protection of Personal Data and PHI in connection with the Platform is governed by the ALEX Privacy Notice, incorporated by reference into these Terms.

10.2 DPA and BAA

Where you (as a Tenant) process Personal Data through the Platform in a Controller / Processor relationship with ALEX Tech, the DPA governs. Where you (as a US Covered Entity Tenant) process PHI, the BAA governs. These instruments are executed by ALEX Tech (not by ArcNovo Tech Inc.) - see Privacy Notice §1.6.

10.3 Patient Data Sovereignty

The Patient Data Sovereignty framework in ALEX Privacy Notice §1.5 applies to all Processing of patient Personal Data and PHI conducted through the Platform. In particular: (a) no party - including ALEX Tech, ArcNovo Tech Inc., any Tenant, any Partner, any sub-processor, or any successor of the foregoing - acquires ownership of patient Personal Data or PHI by virtue of custody, processing, or contract; (b) patient data is not a saleable, licensable, pledgable, or mortgageable asset; (c) in corporate transactions and insolvency, patient data transfers only in a custodial capacity, with statutory patient rights preserved.

10.4 Statutory Rights Preserved

Data subjects retain all statutory rights described in ALEX Privacy Notice Part 13 (and jurisdictional Annexes), notwithstanding anything in these Terms. Nothing in these Terms waives, restricts, or excludes any statutory data-protection right of any individual.

---

Part 11 - Third-Party Services and Integrations

The Platform may integrate with, link to, or depend on third-party services (including cloud infrastructure, communications gateways, payer systems, government health portals, and identity providers). Third parties operate under their own terms and privacy notices. ALEX Tech is responsible for third-party services that we engage as sub-processors (subject to our sub-processor obligations in the Privacy Notice); ALEX Tech is not responsible for third-party services that you or your Tenant separately engage. Third-party terms may impose additional restrictions on your use of the Platform to interact with their services.

---

Part 12 - Confidentiality

12.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Platform, in any form, that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. ALEX Tech's Confidential Information includes technical documentation, roadmaps, pricing, model architecture, and Platform performance data. Confidential Information does not include Personal Data or PHI, which are separately governed by the Privacy Notice.

12.2 Obligations

Each party will (a) use the other's Confidential Information only for purposes of performing under this Agreement; (b) protect it with at least the same degree of care used to protect its own Confidential Information (and no less than reasonable care); (c) disclose it only to employees, contractors, advisers, or agents who need to know and are bound by confidentiality obligations at least as protective as this Part 12.

12.3 Exceptions

Obligations do not apply to information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without confidentiality obligation; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by Applicable Law, order of a court or regulator, provided that (where lawful) the receiving party gives prompt notice and reasonable cooperation to the disclosing party to seek a protective order.

12.4 Duration

Confidentiality obligations survive termination of this Agreement for 5 years, and indefinitely for information that constitutes a trade secret under Applicable Law.

---

Part 13 - Representations, Warranties, and Disclaimers

13.1 Mutual Representations

Each party represents and warrants that (a) it has full corporate power and authority to enter into this Agreement; (b) execution and performance do not violate any other agreement or Applicable Law; and (c) it will comply with Applicable Law in its performance under this Agreement.

13.2 ALEX Tech Limited Warranties

ALEX Tech warrants that the Platform will operate substantially in accordance with its published documentation. In the event of a documented failure, ALEX Tech's sole obligation, and your sole remedy, is (a) commercially reasonable efforts to correct the failure, and (b) where the failure materially affects a Tenant's use, SLA credits per the SLA. This §13.2 warranty is subject to the disclaimers in §13.3.

13.3 Disclaimers

EXCEPT AS EXPRESSLY SET OUT IN §13.2 AND SUBJECT TO §13.4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF DATA, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, ALEX TECH DOES NOT WARRANT THAT AI MODEL OUTPUTS ARE FREE FROM ERROR OR SUITABLE FOR ANY PARTICULAR CLINICAL DECISION (SEE §8.6), AND ALEX TECH DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR SPECIFIC REGULATORY OR COMMERCIAL REQUIREMENTS UNLESS EXPRESSLY AGREED IN A WRITTEN CONTRACT SIGNED BY AN AUTHORISED OFFICER OF ALEX TECH.

13.4 Statutory Rights Preservation

Nothing in this §13 or elsewhere in the Agreement excludes, restricts, or modifies any statutory or common-law right, warranty, guarantee, or remedy that Applicable Law provides and that cannot be excluded, restricted, or modified by contract - including without limitation (a) US state consumer laws, (b) EU consumer-protection directives and UK equivalents, (c) Singapore Unfair Contract Terms Act 1977 and Consumer Protection (Fair Trading) Act 2003, (d) Thailand Consumer Protection Act B.E. 2522, (e) Malaysia Consumer Protection Act 1999, (f) Philippines Consumer Act (RA 7394), (g) Australia Consumer Law under Schedule 2 of the Competition and Consumer Act 2010. Where any such right, warranty, guarantee, or remedy applies, our liability is limited to the maximum extent permitted by that Applicable Law.

---

Part 14 - Indemnification

14.1 Indemnification by You

You will defend, indemnify, and hold harmless ALEX Tech, its affiliates (including ArcNovo Tech Inc.), and its and their respective directors, officers, employees, and agents (each an "ALEX Tech Indemnitee") from and against any third-party claim, demand, action, proceeding, damage, loss, cost, liability, or expense (including reasonable legal fees) (a "Claim") arising out of or related to (a) your violation of these Terms, Applicable Law, or the rights of any third party; (b) your User Content or your use of the Platform outside the scope of the licence in Part 4; (c) for Tenants, any patient claim arising from the Tenant's clinical decisions or failure to comply with Tenant obligations under §5.2 or under the Tenant MSA / DPA / BAA; and (d) any misrepresentation of your authority under §2.4.

14.2 Indemnification by ALEX Tech (IP Indemnification)

ALEX Tech will defend, indemnify, and hold harmless Tenants and Partners from and against any Claim by an unaffiliated third party alleging that your authorised use of the Platform infringes any patent, copyright, trade mark, or trade-secret right of that third party, subject to (a) prompt written notice of the Claim; (b) sole control of defence and settlement by ALEX Tech (with reasonable consultation); (c) reasonable cooperation from you; and (d) the exclusions in §14.3.

14.3 Exclusions from ALEX Tech IP Indemnification

The §14.2 indemnification does not apply to any Claim to the extent it arises from (a) your use of the Platform in combination with any product, service, or data not provided by ALEX Tech, where the Claim would have been avoided but for the combination; (b) your use of the Platform in violation of these Terms; (c) modifications to the Platform not made by or authorised by ALEX Tech; or (d) your continued use of an allegedly infringing version of the Platform after ALEX Tech has made a non-infringing alternative reasonably available.

14.4 Remedies for Alleged Infringement

Where a Claim under §14.2 arises or is reasonably likely, ALEX Tech may, at its option and expense, (a) procure the right for you to continue using the Platform; (b) modify or replace the Platform to make it non-infringing while preserving substantially equivalent functionality; or (c) if (a) and (b) are not commercially reasonable, terminate the affected Platform access on refund of pre-paid fees for the terminated period. This §14.4 states ALEX Tech's entire liability and your exclusive remedy for third-party IP infringement claims.

14.5 Indemnification Procedure

The indemnified party will (a) give the indemnifying party prompt written notice of the Claim; (b) give the indemnifying party sole control of defence and settlement (provided that no settlement admitting liability or imposing non-monetary obligations on the indemnified party may be made without the indemnified party's prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense.

---

Part 15 - Limitation of Liability

15.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO §15.3 (STATUTORY RIGHTS) AND §15.4 (EXCLUSIONS FROM LIABILITY CAP), NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR LOSS OF ANTICIPATED SAVINGS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO §15.3 AND §15.4, THE AGGREGATE LIABILITY OF EACH PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO:

• (a) FOR A TENANT OR PARTNER: THE GREATER OF (I) THE FEES PAID OR PAYABLE BY YOU TO ALEX TECH UNDER THE APPLICABLE TENANT MSA OR PARTNER ECOSYSTEM AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) USD 100,000 (WHERE THE TENANT OR PARTNER RELATIONSHIP IS LESS THAN 12 MONTHS OLD OR OTHERWISE HAS NO REFERENCE-PERIOD FEES), OR SUCH HIGHER AMOUNT AS EXPRESSLY AGREED IN A SIGNED TENANT MSA OR PARTNER ECOSYSTEM AGREEMENT;
• (b) FOR A PATIENT USING THE PATIENT APPLICATION ON A DIRECT-TO-CONSUMER BASIS: THE GREATER OF (I) THE FEES PAID BY YOU TO ALEX TECH FOR THE PATIENT APPLICATION IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) USD 500;
• (c) FOR A CORPORATE VISITOR WHO HAS NOT PAID ANY FEES: USD 100.

15.3 Statutory Rights Preservation

Nothing in this §15 excludes, restricts, or modifies (a) any liability for death or personal injury caused by negligence; (b) any liability for fraud or fraudulent misrepresentation; (c) any liability that Applicable Law does not permit to be excluded, restricted, or modified; or (d) any statutory or common-law right, warranty, guarantee, or remedy that Applicable Law provides and that cannot be excluded, restricted, or modified by contract. The limitations in this §15 apply only to the maximum extent permitted by Applicable Law.

15.4 Exclusions from Liability Cap

The aggregate cap in §15.2 does not apply to (a) either party's breach of Part 12 (Confidentiality); (b) either party's indemnification obligations under Part 14; (c) either party's fraud, gross negligence, or wilful misconduct; (d) violations of ALEX Privacy Notice §1.5 (Patient Data Sovereignty) - including any assertion of ownership of patient data by a Tenant, Partner, sub-processor, or successor in breach of §1.5.3 to §1.5.10; (e) either party's failure to pay amounts due; or (f) any liability that cannot be capped under Applicable Law.

15.5 Allocation of Risk

The limitations of liability in this Part 15 are a material part of the bargain between the parties, reflect the allocation of risk between them, and would not be agreed to without them. The parties acknowledge that the fees paid by you for the Platform reflect these limitations.

---

Part 16 - Suspension and Termination

16.1 Termination by You

You may terminate your account at any time by (a) for Patients, using the in-application account-closure workflow or emailing privacy@alexcare.tech; (b) for Tenants and Partners, in accordance with the termination provisions of the Tenant MSA or Partner Ecosystem Agreement.

16.2 Termination or Suspension by ALEX Tech

We may suspend or terminate your access to the Platform (a) for cause on notice if you materially breach these Terms and, where the breach is capable of cure, fail to cure within 30 days of receiving notice; (b) immediately on written notice if you (i) breach Part 6 in a way that materially affects Platform security or user safety, (ii) become insolvent, or (iii) engage in conduct that exposes ALEX Tech, other users, or patients to material risk; (c) for convenience with 60 days' written notice to Tenants and Partners, and reasonable notice to Patients (in each case with pro-rated refund of unused prepaid fees); or (d) as required by Applicable Law.

16.3 Effect of Termination

On termination: (a) your licence to use the Platform ends; (b) unused prepaid fees are refunded on a pro-rated basis except where termination is by us for your material breach; (c) you must cease using the Platform; and (d) each party will return or destroy the other's Confidential Information subject to reasonable backup-window retention.

16.4 Data Export and Deletion

Consistent with ALEX Privacy Notice §1.5.7 (Insolvency and Wind-Down) and Part 10 of the Privacy Notice, on termination you have the right to export data you have provided to the Platform in a structured, commonly used, machine-readable format (FHIR R4 for clinical data) within a reasonable transition window (30 days for Tenants and Patients unless a shorter period is required by Applicable Law). Thereafter, we will delete your data from active systems in accordance with clinical-record retention law, tax-record retention law, legal-hold obligations, and the deletion-certification commitment to Patients per Privacy Notice §1.5.7(d).

16.5 Survival

The following provisions survive termination: Part 4.3 (Reservation of Rights), Part 4.4 (Feedback), Part 7.5 (De-identified analytics - as to data derived before termination), Part 10 (Data protection), Part 12 (Confidentiality), Part 13.3 (Disclaimers), Part 13.4 (Statutory rights), Part 14 (Indemnification), Part 15 (Limitation of liability), Part 16.3–16.5, Part 17 (Force Majeure - as to prior events), Part 18 (Notices), Part 19 (Governing law and dispute resolution), Part 20 (General provisions), and any other provision that by its nature is intended to survive.

---

Part 17 - Force Majeure

Neither party is liable for failure or delay in performance to the extent caused by an event beyond that party's reasonable control - including natural disaster, pandemic, war, terrorism, civil unrest, government action, regulatory change, failure of common carriers, failure of the public internet or public telecommunications infrastructure, and cybersecurity incidents affecting a third-party sub-processor despite our commercially reasonable safeguards. The affected party must (a) promptly notify the other; (b) use commercially reasonable efforts to mitigate; and (c) resume performance as soon as reasonably practicable. Payment obligations are not excused by Force Majeure. Where a Force Majeure event continues for more than 60 consecutive days and materially impairs the affected party's performance, the other party may terminate the affected Agreement on written notice with pro-rated refund of pre-paid fees.

---

Part 18 - Notices

Notices under this Agreement must be in writing. ALEX Tech notices to you may be sent by (a) email to the address on your account, (b) in-application notification, or (c) posting on the Platform. Your notices to ALEX Tech must be sent to legal@alexcare.tech and, for formal legal notices, by courier to 68 Circular Road, #02-01, Singapore 049422 with a copy to legal@alexcare.tech. Notices are effective on the earlier of (i) receipt or (ii) 3 Business Days after despatch by courier.

---

Part 19 - Governing Law and Dispute Resolution

19.1 Governing Law

This Agreement is governed by the laws of the Republic of Singapore, without regard to conflict-of-laws principles, except (a) to the extent that Applicable Law in your jurisdiction of residence provides consumer or data-subject protections that cannot be excluded by contract, in which case those protections apply, and (b) as expressly provided in the jurisdictional Annexes.

19.2 Good-Faith Consultation

Before commencing formal dispute resolution, the parties agree to attempt to resolve any dispute through good-faith consultation at senior-management level for at least 30 days from written notice of the dispute. This §19.2 does not apply to (a) claims for injunctive or equitable relief; (b) claims of infringement or misappropriation of intellectual property; or (c) statutory data-subject-rights complaints, which may proceed at any time.

19.3 Arbitration (Tenants, Partners)

Any dispute between ALEX Tech and a Tenant or Partner arising out of or in connection with this Agreement that is not resolved under §19.2 will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of commencement, which rules are deemed incorporated by reference. The seat of arbitration is Singapore. The tribunal will consist of one arbitrator for disputes under USD 1,000,000 and three arbitrators for disputes at or above that threshold. The language is English. The award is final and binding.

19.4 Court Jurisdiction (Patients, Corporate Visitors)

For disputes involving Patients (in a non-Tenant capacity) or Corporate Visitors, the exclusive jurisdiction is the courts of Singapore, without prejudice to the mandatory jurisdiction of the courts of the data subject's or consumer's country of residence where Applicable Law so provides. This §19.4 does not restrict your right to lodge a complaint with a supervisory authority for data-protection matters (see Privacy Notice Part 19).

19.5 Injunctive Relief Carve-Out

Notwithstanding §19.3, either party may seek injunctive or equitable relief in any court of competent jurisdiction to (a) protect Confidential Information, (b) protect intellectual property, (c) address violations of ALEX Privacy Notice §1.5 (Patient Data Sovereignty), or (d) address any other matter for which monetary damages are inadequate.

19.6 Class Action Waiver

Where enforceable under Applicable Law, disputes brought under §19.3 or §19.4 must be brought individually and not as part of a class, consolidated, or representative action. Where a class-action waiver is not enforceable in your jurisdiction under Applicable Law that cannot be excluded by contract, this §19.6 does not apply to you and the applicable Applicable Law prevails. Nothing in this §19.6 restricts a data subject's right to lodge a complaint with a supervisory authority.

19.7 Statutory Consumer Rights

Where you are a consumer within the meaning of Applicable Law that provides mandatory rights, nothing in this Part 19 restricts those rights. In particular, consumers in the EEA and UK retain the right to bring proceedings in the courts of their country of residence in accordance with the Brussels I bis Regulation (recast) and analogous rules; consumers in SG, TH, MY, PH retain rights under local consumer-protection statutes; consumers in the US retain rights under state consumer laws.

---

Part 20 - General Provisions

20.1 Assignment

You may not assign or transfer this Agreement or any right or obligation under it without our prior written consent. We may assign this Agreement (a) to an affiliate; (b) in connection with a merger, acquisition, or sale of all or substantially all of the relevant business, subject to the successor's assumption of obligations under this Agreement and to the Patient Data Sovereignty commitments in ALEX Privacy Notice §1.5.6.

20.2 Entire Agreement

This Agreement, together with the documents incorporated by reference in §1.4 and any Tenant MSA / DPA / BAA / Partner Ecosystem Agreement, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.

20.3 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision is reformed to the minimum extent necessary to render it enforceable while preserving the parties' intent.

20.4 No Waiver

No failure or delay in exercising any right under this Agreement operates as a waiver of that right. A waiver of any breach does not waive any subsequent breach.

20.5 No Third-Party Beneficiaries - Exception for Patient Sovereignty

This Agreement is for the benefit of the parties and does not confer any rights on any third party - except that the Patient Data Sovereignty commitments in ALEX Privacy Notice §1.5 (and mirror provisions in the Tenant MSA, DPA, BAA, and Partner Ecosystem Agreement) are enforceable by the patient as an intended third-party beneficiary, notwithstanding the Contracts (Rights of Third Parties) Act 2001 (Singapore) or any equivalent statute. This §20.5 exception may not be varied without the patient's consent.

20.6 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

20.7 Modifications to These Terms

We may modify these Terms from time to time. For material changes that adversely affect Tenants or Partners, we will provide at least 30 days' advance notice. For Patients and Corporate Visitors, material changes will be notified by email, in-application notification, or website posting, with an effective date no less than 30 days from notification (except where a shorter period is required by Applicable Law or a security / safety concern). Continued use of the Platform after the effective date constitutes acceptance. Where you do not accept a material change and it adversely affects your use, you may terminate under §16.1 with pro-rated refund of pre-paid fees for the period after the effective date.

20.8 Order of Precedence

If there is a conflict among the documents forming this Agreement, the following order of precedence applies (highest to lowest): (a) a signed Tenant MSA, DPA, BAA, or Partner Ecosystem Agreement, in respect of the relevant relationship; (b) product-specific supplementary terms; (c) these Terms of Service; (d) the ALEX Privacy Notice (in respect of privacy matters, which prevail over these Terms); (e) the Cookie Policy (in respect of cookies); and (f) other documents incorporated by reference. In all cases, statutory rights that cannot be excluded prevail over any provision of this Agreement.

20.9 English Language Prevails

Where a translation of this Agreement is provided, the English text prevails in the event of conflict, except where Applicable Law of your jurisdiction requires the local-language text to prevail.

20.10 Interpretation

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation". References to statutes include amendments and re-enactments. References to a party include successors and permitted assigns.

---

Part 21 - Contact

---

Annex A - United States

• Consumer disputes in California may be pursued in the courts of California notwithstanding §19.4; California residents retain rights under CCPA/CPRA per ALEX Privacy Notice Annex A.
• Washington MHMDA and analogous consumer-health-data laws apply per Privacy Notice Annex A.5.
• Where ALEX Tech's US operating vehicle contracts with a US Covered Entity Tenant, the BAA governs PHI. ArcNovo Tech Inc. is not a Business Associate (see Privacy Notice §1.6 and Annex A.6).
• Bankruptcy Consumer Privacy Ombudsman commitment per Privacy Notice Annex A.7.

Annex B - European Economic Area and United Kingdom

• Consumer users in the EEA and UK retain the right to bring proceedings in the courts of their country of residence per the Brussels I bis Regulation (recast) and UK equivalents, notwithstanding §19.4.
• Nothing in this Agreement derogates from consumer rights under EU consumer-protection directives (including the Consumer Rights Directive 2011/83/EU and Unfair Contract Terms Directive 93/13/EEC), the UK Consumer Rights Act 2015, or analogous rules.
• The current applicability and appointment status of any Article 27 GDPR EEA representative or UK GDPR representative is stated in ALEX Privacy Notice Annex B.4. As at the Effective Date, no such representative has been appointed.
• EU AI Act positioning per Privacy Notice §6.4 and this Agreement §8.7.

Annex C - Singapore

• Consumers in Singapore retain rights under the Consumer Protection (Fair Trading) Act 2003, the Unfair Contract Terms Act 1977 (in relation to standard-form contracts and unreasonable exemption clauses), and the Sale of Goods Act 1979 as applicable.
• The Contracts (Rights of Third Parties) Act 2001 is expressly applied only for the limited purpose set out in §20.5 (Patient Data Sovereignty).
• PDPA-SG governs Personal Data Processing per ALEX Privacy Notice Annex C.

Annex D - Thailand

• Consumers in Thailand retain rights under the Consumer Protection Act B.E. 2522 and successor amendments, and under the Unfair Contract Terms Act B.E. 2540.
• Where Applicable Law of Thailand requires that a Thai-language version of this Agreement prevail, the Thai version prevails to that extent.
• PDPA-TH governs Personal Data Processing per Privacy Notice Annex D.

Annex E - Malaysia

• Consumers in Malaysia retain rights under the Consumer Protection Act 1999 (as amended) and analogous consumer-protection rules.
• Where Applicable Law of Malaysia requires that a Bahasa Malaysia version of this Agreement prevail, the BM version prevails to that extent.
• PDPA-MY governs Personal Data Processing per Privacy Notice Annex E.

Annex F - Philippines

• Consumers in the Philippines retain rights under the Consumer Act (RA 7394) and analogous rules.
• Where Applicable Law of the Philippines requires local-language provisions, they apply.
• DPA-PH governs Personal Data Processing per Privacy Notice Annex F.

Annex G - Other Regions

• Australia (Australian Consumer Law under Schedule 2 of the Competition and Consumer Act 2010); Japan (APPI and consumer law); Hong Kong (PDPO and consumer law); UAE (PDPL and applicable consumer regulation); Saudi Arabia (PDPL); and other Applicable Data Protection Law and consumer-protection law apply as set out in ALEX Privacy Notice Annex G. Where a local regime provides statutory rights that cannot be excluded, those rights prevail over this Agreement to the extent of the conflict.

---

End of Terms of Service v1.0