THESE WEBSITE TERMS AND CONDITIONS ("AGREEMENT") ARE PUBLISED IN COMPLAINCE OF THE INDIAN CONTRACT ACT, 1872 AND ARE MADE AVAILABLE IN AN ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER INFORMATION TECHNOLOGY ACT, 2000, RULES, REGULATIONS, GUIDELINES AND CLARIFICATIONS FRAMED THERE UNDER, INCLUDING THE (INDIAN) INFORMATION TECHNOLOGY (REASONABLE SECURITY PRACTICES AND PROCEDURES AND SENSITIVE PERSONAL INFORMATION) RULES, 2011 AND THE (INDIAN) INFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 AND OTHER RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS / RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THESE TERMS AND CONDITIONS DO NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURE.

THESE TERMS AND CONDITIONS ARE A LEGALLY BINDING DOCUMENT BETWEEN YOU THE USER AND CELLULA (BOTH TERMS DEFINED BELOW). THESE TERMS AND CONDITIONS WILL BE EFFECTIVE UPON ACCEPTANCE OF THE SAME (DIRECTLY OR INDIRECTLY IN ELECTRONIC FORM OR BY MEANS OF AN ELECTRONIC RECORD) AND WILL GOVERN THE RELATIONSHIP BETWEEN USER AND CELLULA FOR THE USE OF THE WEBSITE (DEFINED BELOW).

THIS DOCUMENT IS PUBLISHED AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE PROVISIONS OF RULE 3 (1) OF THE INFORMATION TECHNOLOGY (INTERMEDIARIES GUIDELINES) RULES, 2011 UNDER INFORMATION TECHNOLOGY ACT, 2000 THAT REQUIRE PUBLISHING THE RULES AND REGULATIONS, PRIVACY POLICY AND USER AGREEMENT FOR ACCESS OR USAGE OF THE WEBSITE.

Coshika Enterprise Life Laboratory Pvt. Ltd., on behalf of itself and its affiliates under the brand "Cellula" (“Cellula”), is the author and publisher of the internet resource www.thecellula.com and the mobile application ‘Cellula’ (together, “Website”). These Terms and conditions together with the Privacy Policy and other related agreements available at www.thecellula.com/policies on the Website together with all other notices, disclaimers, guidelines appearing on the Website from time to time (collectively referred to as "Agreement(s)") constitute the entire agreement upon which You are allowed to access and use the Website and avail the Services.

1. GENERAL

This Agreement applies to you whether you are –

1.1. A medical practitioner (whether an individual professional or an organization) or similar institution either listed, or about to be listed, on the Website, including designated, authorized associates of such practitioners or institutions (“Doctor(s)”, “you” or “User”); or

1.2. A pharmacist, or similar institution either listed, or about to be listed, on the Website, including designated, authorized associates of such pharmacists (“Pharmacist(s)”, “you” or “User”); or

1.3. A medical testing laboratory, or similar institution either listed, or about to be listed, on the Website, including designated, authorized associates of such laboratories (“Laboratory(s)”, “lab”, “you” or “User”) ; or

1.4. A trainer, teaching hobbies or other wellness services or similar individuals or institutions either listed, or about to be listed, on the Website, including designated, authorized associates of such trainers (“Trainer(s)”, “you” or “User”) ; or

1.5. A vendor, whether selling groceries, eatables and food or similar individuals or institutions either listed, or about to be listed, on the Website, including designated, authorized associates of such vendors (“Vendor(s)”, “you” or “User”) ; or

1.6. A patient, his/her representatives or affiliates, searching for service providers mentioned in clauses 1.1 to 1.5 through the Website (“End-User”, “you” or “User”); or

1.7. Otherwise a registered user or an unregistered user or a visitor of the Website (“you” or “User”).

1.8. The User agrees, admits, confirms and declares that the User has completed 18 years of age as on date of this Agreement, and that the User has fully read and understood the Terms and Conditions as set forth in this Agreement, without any impairment in judgment resulting from (but not limited to) any mental impairment, intoxication, medication, or any other health or other problem that could impair judgment.

1.9. In case of any difficulty in understanding this Agreement, the User is advised to not continue the use of the Website. In case of continued use of the Website, the User’s acceptance to this Agreement would have been deemed to be there.

1.10.In case the User does not wish to be bound by this Agreement, the User is not allowed to and shall neither continue to use the Website or the Services offered or the Products being sold on the Website.

2. APPLICABILITY

2.1. This Agreement is applicable to all the Users of the website when the Website is used to either provide or accept a service being offered on the Website from time to time or is used to either provide or purchase a product being offered on the Website from time to time, together called as (“Services”). Such Services may be offered on the Website either free of charge or on a fixed fee structure or on a subscription fee structure. The Services shall include the following:

2.1.1. For Doctors: Listing, profiling, services and details of the Doctors including but not limited to contact details, license number and reviews, to be or already made available to the Users.

2.1.2. For Pharmacist: Listing, profiling, services and details of the Pharmacists including but not limited to contact details and reviews, to be or already made available to the Users.

2.1.3. For Laboratory: Listing, profiling, services and details of the Laboratories including but not limited to contact details and reviews, to be or already made available to the Users.

2.1.4. For Trainer: Listing, profiling, services and details of the Trainers including but not limited to contact details and reviews, to be or already made available to the Users.

2.1.5. For Vendor: Listing, profiling, services and details of the various Vendors including but not limited to products, contact details and reviews, to be or already made available to the Users.

2.1.6. For User: Facility to obtain the products and/or services either being provided by the Website directly or indirectly through its service providers mentioned in clauses 1.1 to 1.5.

2.2.                   We are an intermediary in the form of an online marketplace and are only limited to the managing of the Website and

providing for the services mentioned hereinabove to enable the service providers to exhibit, advertise, display, make available and offer to

sell their Services to enable the Users to obtain such Services.

2.3. The Services so being offered, advertised, sold or otherwise made available may change from time to time, at the sole discretion of Cellula, and this Agreement along with other applicable Agreements will apply to your visit to and your use of the Website to avail the Services, as well as to all content and information, advertisement, sponsored products and services, etc. at any given point in time.

2.4. Cellula reserves the right, at its sole discretion, to change, modify, add, or delete portions of this Agreement from time to time and as and when required without any further notice to the user. It is the user’s responsibility to regularly check for changes to this Agreement and to review such changes. Cellula shall endeavour to inform the User regarding the amendments if any, however there is no assurance of the same. User’s continuous use of the Website shall be deemed acceptance of such amendments to this Agreement.

2.5. BY USING THE WEBSITE, YOU AGREE TO EACH OF THE TERMS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH ANY TERM OR CONDITION SET FORTH HEREIN OR ARE UNWILLING TO ABIDE BY ANY TERM OR CONDITION SET FORTH HEREIN, DO NOT USE THE WEBSITE.

3. ELIGIBILITY TO USE

3.1. The Services are only available for those users who are competent to contract under the laws Prevalent in India. The Services are not available to minors under the age of eighteen (18) or to any users suspended or removed from the Website by the company for any reason whatsoever. By using the Website the user represent that the user is of legal age to form a binding contract and is not a person barred from receiving the Services under the laws as applicable in India, from time to time.

3.2. Notwithstanding with the terms as mentioned above, if You are below the legal contractual age i.e. eighteen (18) years, please read through this Agreement with your parent or legal guardian, and in such a case these Terms and conditions shall be deemed to be a contract between Cellula and Your legal guardian or parent and to the extent permissible under applicable laws, enforceable against You.

3.3. Cellula at all times reserve the right to refuse access to use Services to new or existing users without providing any explanations for such act or omission.

3.4.  User(s) of the Website is only permitted to have one active account on the Website. Additionally, User is prohibited from selling, trading, or otherwise transferring their Account to another person.

4. SELECTIVE APPLICABILITY

This Agreement is applicable to the below-mentioned users of the Website, in the following manner.

4.1. To the Doctors :

Clause 4.1. and the below-mentioned clauses apply to Doctors, whether an individual professional or an organization - clinic, company or a hospital, who wish to associate with Cellula for listing themselves as “Doctors” on the Website for providing Services offered on the Website.

4.1.1. Listing

4.1.1.1. Cellula allows Doctors to serve its end users through the Website by creation of an Account. For the same Cellula collects certain personal and non-personal information, either directly of indirectly and displays it in the Doctors’ profile. Such information shall include qualification, specialization, fees, location, working hours, affiliations and other related details. Such information shall be regularly updated by the Doctor, from time to time.

4.1.1.2. All Doctor profiles are created, moderated and owned by the Website and further Cellula reserves its right to ownership of such profiles including the images and moderation of changes and updates whether made by the Doctor or through its associates or through a support request with Cellula. Cellula further reserves the right to acceptance of the profile and / or the amendments therein.

4.1.1.3. All content provided by the Doctor shall be verified by Cellula before such approval of the Doctor’s profile. Verification shall be made by the Website as soon as possible and requirements (if any) shall be notified to the Doctor. Uploading of a registration certificate, phone number, address, email ID amongst other things shall be mandatory and be required at the time of creation of a profile as such information is imperative for the Website to verify the profile.

4.1.1.4. Doctor represents and warrants that the Doctor is entitled under law and rules governing their practice that all content so uploaded on the Website is owned by the Doctor and it doesn’t breach any third party rights including but not limited to intellectual property rights.

4.1.2. Advice and Booking

4.1.2.1. Advice and Booking through Cellula shall be subject to the terms and conditions of this Agreement and at its sole discretion. Cellula shall reserve all the rights with regards to bookings being made by the end user, which shall depend upon an internal criteria that may change from time to time.

4.1.2.2. The Website allows end users to book appointments using two methods, by displaying the telephone number or emergency number or other relevant details including the address or email ID as provided by Doctor and through an online calendar(“Appointment”).

4.1.2.3. The Website cannot not be held liable for any cancellation, delays, non-payments of Appointments.

4.1.2.4. After such consultation booked through the Website, either directly or indirectly shall enable the Doctor to provide prescription as necessary. Prescription can be uploaded through the Website or incase of failure to upload or otherwise impossible to deliver the same shall attempt to share the same with the user at the earliest. Such prescription shall be provided at the sole discretion of the Doctor. The Doctor agrees to hold Cellula and Website as harmless incase of any mishap resulting out of the writing of such prescription.

4.1.3. Listing Algorithm

4.1.3.1. Cellula’s listing algorithm is a fully automated system that lists the Doctors, their profile and information regarding their practice on its Website when the User searches for any Service.

4.1.3.2. Listing of Doctors does not represent any fixed objective ranking or endorsement by Cellula.

4.1.3.3. Cellula claims no liability for any change in the listing order of the Doctors, which may take place from time to time. Such factors may change from time to time, in order to improve the listing algorithm.

4.1.4. Fee for use of Services

The Website shall for the Services being provided through the Website, charge an amount as may be decided by the Doctor form time to time. The Doctor shall set the fee at their own free will, from time to time.

4.1.5. Commission and Payment

4.1.5.1. The Website shall charge the Doctor a sum in the nature of commission for the service provided to the users. Such charge shall vary from time to time and be defined herein. Your continued use shall be considered as deemed acceptance of the amended commission rates. The current Commission rate being 10-15%.

4.1.5.2. The website reserves the right, at any time, to change its commission and payment terms, effective immediately upon posting on the Website or by e-mail delivery to you.

4.1.5.3. In order for a faster payment process, the Doctor shall be responsible to provide their PAN Card details, Tax liabilities, bank account details, etc. All cleared payments shall be performed after midnight of the same day.

4.1.5.4. Cellula shall be solely responsible for payment of all taxes, legal compliances, and statutory registrations and reporting. We are in no way responsible for any of the Doctor taxes or legal or statutory compliances.

4.1.5.5. The Doctor(s) at their own free will, run offers, make packages or provide such Services at a discounted fee, from time to time.

4.1.6. Methods of Advice

The Website permits the User(s) to book the Services of a Doctor either for an online consultation or for a physical consultation. The Doctor depending upon its availability shall allow the User to book such time slot wherein the Doctor is available either for the Online Consultation or the Physical Consultation.

4.1.7. Communications

4.1.7.1. As a Doctor, you are being governed by these Terms and Conditions in an electronic format, therefore you may wish to continue.

4.1.8. Communication with Doctors

4.1.8.1. The Doctor Services are not intended for and must not be used for emergency purposes such as emergency appointments, emergency consultations, emergency advice – written or oral, emergency healthcare procedures or any other emergency situations.

4.1.9. Indemnification

4.1.9.1. Doctors undertake to defend and hold Cellula and its officers, directors, partners, owners, administrator, independent contractors, subsidiaries, licensors, suppliers, employees, agents and affiliates harmless for and from any loss, claim, actions, demands, liabilities and settlements, including lawyer's fees, fees of third parties, etc., ("Claims") arising out of any violation or breach of this Agreement, or the Doctor’s conduct, or any other person operating for and on your behalf.

4.1.9.2. Doctor further agrees to hold Cellula harmless, from any damage, costs and injuries that Cellula may have to incur due to the Doctor’s acts, including but not limited to the following acts:

4.1.9.2.1. Displaying of any incorrect information in the profile including but not limited to mentioning of false qualification, certificates, identification numbers etc.

4.1.9.2.2. Any issues arising out of cancellation, rescheduling or unavailability of either the doctor or the staff;

4.1.9.2.3. Any injury or damage caused to the user due to use incorrect, broken or inappropriate equipment;

4.1.9.2.4. any misconduct or inappropriate behaviour by the doctor by any auxiliary staff;

4.1.9.2.5. any medical negligence;

4.1.9.2.6. any incorrect advice, treatment or medication given by the doctor or its auxiliary staff;

4.1.9.2.7. medical eventualities resulting into providing of any services to the End User through the website.

4.1.9.2.8. Doctor further undertakes to indemnify Cellula for any losses, damage, costs, charges and expenses incurred as a result of any misrepresentations or fraudulent feedback that either has or may affect Cellula or its other users.

4.1.9.3. Doctor further agrees to indemnify, defend, and hold harmless, Cellula and other Users and any other ancillary, auxiliary including their employees, partners, directors,etc., from and against any claim or liability, including reasonable attorneys' fees, arising out of:

4.1.9.3.1. Their use of Website and Services provided thereto;

4.1.9.3.2. Any use or misuse from their account whether performed by them or by any other third party apart from Cellula.

4.1.9.3.3. any breach by you of any claims, representations and warranties contained in this Agreement;

4.1.9.3.4. negligent or willful misconduct.

4.1.10. Relationship

Doctor agrees and acknowledge that the Doctors registered or empanelled with Cellula are independent contractors and thereby Cellula has and maintains an independent contractor relationship with such Medical Experts and therefore in no event Cellula will be directly or vicariously liable for any advice whether general or medical or consultancy or any loss arising therefrom that the Doctor may provide to the User or the User may avail as part of the Services.

4.2. To the Pharmacist :

Clause 4.2. and the below-mentioned clauses apply to Pharmacist(s), whether an individual professional or an organization, who wish to associate with Cellula for listing themselves as “Pharmacists” on the Website for providing Services offered on the Website.

4.2.1.  General

4.2.1.1. A part of the services provided through the Website, includes selling of pharmaceutical drugs, for which you as a pharmacist wish to register for an account.

4.2.1.2. On the Website, Pharmacist facilitates the purchase of drugs and other pharmaceutical products, and services offered for sale by Third Party Pharmacies.

4.2.1.3. Pharmacist understands and agrees that Cellula merely acts as a marketplace for its end users. All such drugs and pharmaceutical products are being made available the end user at the risk and cost of the Pharmacist and shall be considered as third party products.

4.2.1.4. As a pharmacist you are required to ensure the authenticity and genuineness of the product being sold as a part of the Service.

4.2.1.5. You as a Pharmacist, understand and agree that Cellula shall have no liability with respect to the authenticity of the Products being facilitated through the Website.

4.2.1.6. You as a Pharmacist further understand and agree that all commercial terms including but not limited to price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties and licenses, with respect to the sale, purchase and delivery and consumption of the Pharmaceutical Products as offered by and agreed to between the end user and the Pharmacists and the contract for purchase of any of the Pharmaceutical Products, offered for sale on the Website by such Third Party Pharmacists shall strictly be a bipartite contract between the Pharmacists and End User. No such or similar liability shall be transferred upon Cellula.

4.2.2. Representation

4.2.2.1. Cellula does not make any representation or warranty as to legal title of the Pharmaceutical products offered for sale by the Pharmacists on the Website. At no time shall any right, title, claim or interest in the products sold through or displayed on the Website vest with Cellula nor shall Cellula have any obligations or liabilities in respect of any transactions on the Website. As an intermediary, Website shall take no responsibility of the availability of the pharmaceutical products being displayed by the Pharmacist.

4.2.2.2. The pharmacist agrees to hold cellular harmless in case of any claim, liability or damages that may arise in the event it is discovered that the pharmacist does not have either an exclusive or general permit/license/contract or authority to deal in and offer for sale the pharmaceutical products on the website by such manufacturers or marketers.

4.2.3. Contract, Performance of

4.2.3.1. The pharmacist agrees to the following:

4.2.3.1.1. Pharmacist undertakes to ensure that the Pharmaceutical Products being offered on the Website and being procured by them are always in stock with the Website. Incase of unavailability, it is the duty of the Pharmacist to intimate such unavailability to Cellula, in writing.

4.2.3.2. Cellula does not implicitly or explicitly support or endorse the sale or purchase of any items or services on the Website.

4.2.4. Prescription Drugs

4.2.4.1. General

4.2.4.1.1. The Website allows purchase of Pharmaceutical Products that might require a valid medical prescription issued by a medical expert/ doctor either through the Website or otherwise by any other to be provided to a registered pharmacist for the purpose of dispensing such medicine (“Prescription Drugs”), offered for sale on the Website by the Pharmacist.

4.2.4.1.2. In order to purchase such Prescription Drugs, through the Website, the End User shall be responsible for uploading a scanned copy of the valid prescription on the Website or sending it to Cellula via email.

4.2.4.1.3. Any order will not be processed until receipt of a copy of a valid prescription. The verification of the same shall be the responsibility.

4.2.4.2. Substitution of Drugs

4.2.4.3. A drug may be substituted by either a generic drug or otherwise of similar nature only if either the doctor or medical expert has permitted for any other equivalent generic drug to be given in place of such drug already ordered or to be ordered by the end user.

4.2.4.4. In case the doctor has prescribed only salt names instead of specific brands, the Pharmacist is required to provide options to Cellula.

4.2.4.5. The pharmacist further agrees to hold harmless, Cellula in case of any claim arisen out of sale of any substituted pharmaceutical product than otherwise ordered or prescribed drug.

4.2.5. Bi-Partite Agreement

4.2.5.1. Listing of pharmaceutical products on the Website is merely an ‘invitation to an offer for sale’ and not an ‘offer for sale’. Such listing of pharmaceutical products and the placement of an order by the end user shall constitute an offer by the pharmacist to enter into an agreement with the end user.

4.2.6. Completion of Sale and Delivery

4.2.6.1. The Website agrees to fulfil the order as received through the website under its direct supervision either by himself or by his staff or through the Pharmacist.

4.2.6.2. The sale shall be concluded at the end of the pharmacist as soon as the pharmacist invoices either Cellula or the End User.

4.2.6.3. The end user shall either by himself or through an agent appointed by them collect the pharmaceutical goods as requested by them at the address so mentioned on the website to conclude the sale.

4.2.6.4. Further, all refunds and returns shall be the responsibility of the Pharmacist. The products shall either be returned or refunded as per the return and refund policy on the Pharmaceutical Products.

4.3. To the Laboratory

4.3.1. General

4.3.1.1.1. Cellula provides Services through the Website as a marketplace and facilitates the Users to avail diagnostic test/ packages facilities offered by Third Party Laboratories (“Laboratory” or “Laboratories”) through the Website.

4.3.1.1.2. Cellula is not and shall not in any way be responsible for any sample collected, tests conducted and reports generated by a Laboratory and does not deal with any of Third Party Labs’ client or patient managed by Laboratory through the Website and only provides facilitation of Services to the Users through the Website.

4.3.1.1.3. It is understood that in order to provide the services as being offered on the website, laboratory may require to capture certain information regarding the end user which has to be utilised and saved in accordance to (i) this Agreement;, (ii) the Privacy Policy, (iii) other Legal Agreements with the Laboratory and (iv) any applicable law(s), regulation or generally accepted practices or guidelines in the relevant jurisdictions.

4.3.1.1.4. Notwithstanding anything to the contrary contained herein, Laboratory shall be liable for their dealings and interaction with the End Users who avail the Services of the Laboratories contacted or managed through the Website and Cellula shall have no liability or responsibility in this regard.

4.3.1.1.5. Cellula does not guarantee or make any representation with respect to the correctness, completeness or accuracy of the information or details provided by the End User, Laboratory or any other third party through the Website.

4.3.1.1.6. The Services should not be used for emergency appointment purposes.

4.3.1.2. Cellula further shall not make any representation with respect to the correctness, completeness or accuracy of the tests conducted and reports generated by the Laboratory. Further the Laboratory undertakes to defend and hold Cellula and its officers, directors, partners, owners, administrator, independent contractors, subsidiaries, licensors, suppliers, employees, agents and affiliates harmless for and from any loss, claim, actions, demands, liabilities and settlements, including lawyer's fees, fees of third parties, etc., ("Claims") arising out of any violation or breach of this Agreement, or the Laboratory’s conduct, or any other person operating for and on your behalf.

4.3.1.3. In furtherance to the above, Cellula may, at its sole discretion, suspend a Laboratory’s ability to use or access the Website at any time incase of any suspicion of violation of this Agreement, or for any other reason. Like any other profile, Cellula reserves the right to edit profiles of Laboratories to make them more suitable for searches on the Website.

4.4. To the Trainer :

Clause 4.4. and the below-mentioned clauses apply to Trainer(s), whether an individual professional or an organization, who wish to associate with Cellula for listing themselves as “Trainers” on the Website for providing Services offered on the Website.

4.4.1. General

4.4.1.1. Trainer(s) would mean and include any individual professional or an organisation who Post content including but not limited to videos, lectures, exercises, tests, assignments, resources and announcements etc.

4.4.1.2. Representation and Warranties

4.4.1.2.1. Trainer(s) represents and warrants that:

4.4.1.2.1.1. Provide and maintain accurate account information

4.4.1.2.1.2. Trainer(s) owns the necessary licenses, rights, permissions and authority to authorise Cellula to use the content, so provided on the Website.

4.4.1.2.1.3. Trainer(s) possesses the required training, knowledge and skill set to provide the training that is being offered or uploaded on the Website and is being sold to the End User as a part of the Service.

4.4.1.2.2. Trainer(s) shall ensure that the quality of the content is in consonance to the quality promised by the Website to its End User.

4.4.1.2.3. Trainer(s) agrees not to:

4.4.1.2.3.1. Post or provide any inappropriate offensive, racist, sexist, pornographic, false, incorrect, defamatory, misleading, infringing or otherwise any information or video or content that me in any way possible harm or hurt the feelings of any End User or Visitor.

4.4.1.2.3.2. Post or transmit any unsolicited or on authorised advertising,

4.4.1.2.3.3. Impersonate any other person or gain unauthorised access to any body else’s account,

4.4.1.2.3.4. Abuse the resources provided by cellula.

4.4.1.2.4. Relationship

Trainer(s) don't have a direct contractual relationship with other Users, so the only information Trainer(s) receive about End Users is what is provided through the Services. Such data is protected by our Privacy Policy and cannot be used for purposes other than those defined in this Agreement and otherwise for any Service being provided by the Trainer(s).

4.4.2. Fee for use of Services

The Website shall for the Services being provided through the Website, charge an amount as may be decided by the Trainer(s)form time to time. The Trainer(s) shall set the fee at their own free will, from time to time.

4.4.3. Commission and Payment

4.4.3.1. The Website shall charge the Trainer(s) a sum in the nature of commission for the service provided to the users. Such charge shall vary from time to time and be defined herein. Your continued use shall be considered as deemed acceptance of the amended commission rates. The current Commission rate being 10-15%.

4.4.3.2. The website reserves the right, at any time, to change its commission and payment terms, effective immediately upon posting on the Website or by e-mail delivery to you.

4.4.3.3. In order for a faster payment process, the Trainer(s) shall be responsible to provide their PAN Card details, Tax liabilities, bank account details, etc. All cleared payments shall be performed after midnight of the same day.

4.4.3.4. Cellula shall be solely responsible for payment of all taxes, legal compliances, and statutory registrations and reporting. We are in no way responsible for any of the Doctor taxes or legal or statutory compliances.

4.4.3.5. The Trainer(s) at their own free will, run offers, make packages or provide such Services at a discounted fee, from time to time.

4.4.4. Methods of Advice

The Website permits the User(s) to book the Services of a Trainer(s) either for personal training or for pre arranged training.

4.4.5. Communications

4.4.5.1. As a Trainer(s), you are being governed by these Terms and Conditions in an electronic format, therefore you may wish to continue.

4.4.6. Relationship

Doctor agrees and acknowledge that the Doctors registered or empanelled with Cellula are independent contractors and thereby Cellula has and maintains an independent contractor relationship with such Medical Experts and therefore in no event Cellula will be directly or vicariously liable for any advice whether general or medical or consultancy or any loss arising therefrom that the Doctor may provide to the User or the User may avail as part of the Services.

4.5. To the Vendor :

Clause 4.5. and the below-mentioned clauses apply to Vendor, whether an individual professional or an organization, who wish to associate with Cellula for listing themselves as “Vendor” on the Website for providing Products and Services offered on the Website.

4.5.1. General

4.5.1.1. The Vendor shall offer its Products to the Company for the purpose of sale by the Vendor on the Portal.

4.5.1.2. The Vendor shall abide by all the terms and conditions mentioned herein and in the Vendor’s Agreement signed between the Vendor and Cellula.

4.6. To the User :

5. TERMINATION

5.1. This Agreement is effective until terminated. To terminate this Agreement for any reason whatsoever the user may either delete the account or uninstall the Website. User’s rights under this Agreement will terminate automatically without notice of any kind from Cellula, if the user fails to comply with any of the terms, or guidelines within this Agreement or any other legally binding agreement available at the Website.

5.2. This Agreement may also be terminated by the Website if Cellula feels that the users continued use to the website might cause any liability, whether legal or otherwise.

5.3. Upon the termination of the Agreement, the user shall cease to use the Website. In the event that the rights to use the Website are terminated, user may immediately lose access to any information that may be on Cellula’s systems and/or servers. Upon such termination, the User may not continue to use the Website under the same account, a different account or re-register under a new account.

5.4. The user can terminate access to the Website at any given point of time. Similarly, Website may also remove any User Content available at our servers, without cause and without notice to the User.

5.5. Even on such successful termination, Cellula may retain certain information in accordance to the privacy policy or any other requirement by Law, for a period that Cellula thinks is necessary to either provide better services to other users or for any other legal obligation that exists or may arise from time to time.

5.6. Conditions where Cellula may terminate this Agreement with the User shall include but not be limited to the following:

5.6.1. Breach of any terms of this Agreement and the rules and regulations herein,

5.6.2. Non Compliance of the prevalent law from time to time,

5.6.3. Inability to verify the information provided at the time of sign up,

5.6.4. An illegal or fraudulent activity is detected on the Website,

5.6.5. Any other reason due to which the Website may feel that the user’s continued use to the website can cause possible harm to the Website or other users.

6. INDEMNIFICATION

6.1.1.1. All User(s) undertake to defend and hold Cellula and its officers, directors, partners, owners, administrator, independent contractors, subsidiaries, licensors, suppliers, employees, agents and affiliates harmless for and from any loss, claim, actions, demands, liabilities and settlements, including lawyer's fees, fees of third parties, etc., ("Claims") arising out of any violation or breach of this Agreement, or the User(s) conduct, or any other person operating for and on your behalf.

6.1.1.2. User(s) further agrees to hold Cellula harmless, from any damage, costs and injuries that Cellula may have to incur due to the their acts, including but not limited to the following acts:

6.1.1.2.1. Displaying of any incorrect information in the profile including but not limited to mentioning of false qualification, certificates, identification numbers etc.

6.1.1.2.2. any misconduct or inappropriate behaviour by any User(s);

6.1.1.2.3. User(s) use of Website and Services provided thereto;

6.1.1.2.4. Any use or misuse from their account whether performed by them or by any other third party apart from Cellula.

6.1.1.2.5. any breach by User(s) of any claims, representations and warranties contained in this Agreement;

6.1.1.2.6. negligent or willful misconduct on behalf of any User(s).

7. CONTENT

7.1. Ownership

The Website including, without limitation, any material, software, code, files, content, and images contained in or generated by the Website, accompanying data, and other embedded software, including third-party software, the updates and upgrades, and documentation and accompanying fonts - whether in read-only memory, on any other media, or in any other form - are owned by Cellula or its licensors and are protected by applicable law, including copyright and trademark. Neither title nor any intellectual property rights are transferred to the user and remain with Cellula, or the relevant third party, which owns full and complete title to the content, updates and upgrades, and documentation. Cellula reserves all the rights granted to you, and except as provided in this Agreement, the rights granted herein are non-transferable and do not include any intellectual property rights.

7.2. Certain content as published by the user shall be in full ownership of such user publishing the content. Any use or misuse of such content shall be violative of the intellectual property rights owned by the user and shall make such user liable for appropriate action by the owner of the content. Cellula respects the intellectual property rights of others and further does not hold any responsibility for any violations of any such intellectual property rights by any user.

7.3. Rights and Obligations

7.3.1. Regulation 3(2) of The (Indian) Information Technology (Intermediaries Guidelines) Rules, 2011 (http://deity.gov.in/sites/upload_files/dit/files/GSR314E_10511(1).pdf), Cellula mandates that users be intimated that they are not permitted to host, display, upload, modify, publish, transmit, update or share any information that:

7.3.1.1. belongs to another person and to which the User does not have any right to;

7.3.1.2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;

7.3.1.3. harm minors in any way;

7.3.1.4. infringes any patent, trademark, copyright or other proprietary rights;

7.3.1.5. violates any law for the time being in force;

7.3.1.6. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

7.3.1.7. impersonate another person;

7.3.1.8. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;

7.3.1.9. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

8. LIMITATION OF USE

8.1. Solely to enable the use of the Website for personal, commercial, non-exclusive purposes, Website hereby grants the user a limited, revocable, non-sub-licensable license to use the Website as provided in this Agreement and to view and display Content (other than the software source code), Documentation, and user content for the user’s personal, commercial, non-exclusive purposes but only in connection with the use of the Website.

8.2. Any user shall not,

8.2.1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Website in any way possible without the prior written approval of Cellula;

8.2.2. legally or illegally, modify or make derivative works based on the Website;

8.2.3. reverse engineer or access the Website in order to;

8.2.3.1. build a competitive product or service,

8.2.3.2. build a product using similar ideas, features, functions or graphics of the Website, or

8.2.3.3. copy any ideas, features, functions or graphics of the Website,

8.2.4. launch an automated program or script, including, but not limited to, web spiders, web crawlers, bots, viruses or worms, web robots, web ants, web indexers or any program which may make multiple server requests per second, or unduly hinders the operation and/or performance of the Website, for any reason whatsoever. You also agree to take full responsibility of such action made using your IP Address or login details or any other thing that lead backs to you, whether or not the same is done by you,

8.2.5. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Website or Service or its contents;

8.2.6. post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights,

8.2.7. remove any copyright, trademark or other proprietary rights notices contained in the Service.

8.2.8. access the Website if the they are direct competitor(s) of the Website, except with the prior written consent of the Website specially for the purpose of availability, performance or functionality, or for any other benchmarking or competitive purposes.

9. DISCLAIMER OF WARRANTIES, GUARANTEES AND REPRESENTATIONS

9.1. The Service is provided on 'as is' basis, without any warranty or guarantee of any kind and/or any responsibility or liability either express or implied or whether vicarious, or contingent.

9.2. User hereby agrees that the use of Services is entirely at the user’s own risk, cost and consequences.

9.3. No representations of any kind including but not limited to the completeness, accuracy or utility of any information in the Website, or concerning the qualifications or competence of individuals who placed it there, are being made.

9.4. Cellula does not warrant the accuracy of information obtained from Website. While every effort has been made to ensure that the information hosted on this Website is accurate & correct.

9.5. Cellula reserves the right to modify terms and conditions of use for the users as specified in clause 1 of this Agreement.

9.6. Cellula makes no representation or warranty regarding the genuineness, credibility, worthiness or otherwise of any user or any information provided by them, for any purpose, whatsoever.

9.7. It is further not warranted that the Website:

9.7.1. will be constantly available, or available at all;

9.7.2. any or all the Services Website will be constantly available, or available at all;

9.7.3. the user will be able to access the user account at any or all times;

9.7.4. the information on this Site is complete, true, accurate or non-misleading;

9.7.5. the warranties, representations, content, opinions, etc made by any user is complete, true, accurate or non-misleading;

9.7.6. the quality of any Services, information, or other thing obtained by you through the Website will meet your expectation;

9.8. Cellula assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect the user’s equipment or account.

9.9. Except as expressly set out in these Terms and Conditions mentioned in clause 4, all warranties, representations, terms, conditions or undertakings whether implied by statute, law, custom, trade usage, course of dealing or otherwise (including any implied warranty, representation, term, condition or undertaking of satisfactory quality or fitness for a particular purpose) are, to the fullest extent permitted by law, hereby excluded.

10. APPLICABLE LAW AND DISPUTE SETTLEMENT

10.1.User agrees that terms of this Agreement and any contractual relationship arising out of the Agreement, shall be governed by and construed solely and exclusively in accordance with the laws prevalent in India from time to time.

10.2.Users under all categories hereby agree that any action at law or in equity, arising out of or in relation to this Agreement along with any other agreements, shall be subject to the exclusive jurisdiction of the competent courts at ____ which shall be to the exclusion of all other courts in India or any other country.

10.3.Any dispute, claim or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, or your use of the Website or the Services or information to which it gives access, shall be determined by Arbitration, appointed by the Competent Court at Bangalore , Karnataka, India.

10.4.Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 as amended upto date.

10.5.The seat and venue of such arbitration shall be at Bangalore , Karnataka, India .

10.6.All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language and the award shall be final and binding on the parties to the dispute.

11. CONTACT INFORMATION GRIEVANCE OFFICER

11.1.Any concerns, questions or grievances arising out of or pertaining to either this Agreement or the Services provided herein can be raised at info@thecellula.com

11.2.Cellula, in accordance with the Information Technology Act, 2000, and the rules made there under, hereby appoints a grievance officer. Should the user have any grievance with respect to the Website or the service or suffer as a result of access or usage of our Website by any person in violation of Rule 3 of The (Indian) Information Technology (Intermediaries Guidelines) Rules, 2011, the Grievance Officer can be contacted at:

Name: Vijayalakshmi

12. SEVERABILITY

If any provision within this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of the Agreement shall be interpreted as if such provision were so non existent and the remainder Agreement shall be enforceable as-is.

13. WAIVER

No provision of this Agreement shall be deemed to be waived and no breach shall be excused, unless such waiver or consent is given to the user in writing.