1 Use of Services by organisations

1.1 If you are not an individual and are a body corporate /company /LLP /trust /organisation /institute (Organisation) seeking to avail the Services for your members/employees/students or any individuals registered with you (B2B End-User), you shall enter into an agreement/memorandum of understanding with Manoviyal for this purpose. Each B2B End-User availing the Services under such agreement/memorandum of understanding shall be bound by these Terms and Privacy Policy available here.

1.2 When the relevant B2B End-User is no longer associated with such Organisation or the Organisation otherwise decides to remove such B2B End-User from its list of users to whom we offer the Services and intimates us regarding the same, we will remove such B2B End-User’s access to the Services and terminate their account on the Platform. If such B2B End-User wishes to continue using the Services, they may separately register and use the Services by creating their own account on the Platform.

2 Use of Services/Platform by minors

2.1 Use of the Platform is available only to persons over the age of 18. If you are a minor i.e. under the age of 18 years, you shall not register on the Platform or access the Services without providing us with a duly filled consent form from your legal guardian or parent ("Consent Form"). We reserve the right to terminate your membership and refuse to provide you with access to the Platform or Services if it is brought to our notice or if it is discovered that you are under the age of 18 years and are accessing this Platform without furnishing the Consent Form. We will not be liable for any harm caused to you on account of any use of the Platform without appropriate parental consent in the manner set out under this Clause 2.

3 User Account

3.1 In order to use the Platform and access the Services, you may be required to provide information about yourself including your name, email address and other personal information ("Personal Information"). You agree that any information you provide to Manoviyal on the Platform will always be accurate, correct and up to date. If there have been any changes to the information provided, you are required to provide the updated information at the earliest. You shall not impersonate someone else or provide account information, an email address or any other information that is not your own. The treatment of your Personal Information and other related information, shall be in accordance with the Privacy Policy.

3.2 You are responsible for maintaining the confidentiality of your account details at all times. Further, you are responsible for all activities that occur under your account.

4 Payment

4.1 We may charge for the chat, audio, and/or video-based counselling/face-to-face therapy sessions and other programs and Services. Before availing any such Service, we will communicate in writing to the User, the applicable charges for the said Service. In addition to these Terms, a User shall also be bound by the terms (if any) mentioned for specific Service(s).

4.2 Please note that the charges paid by a Customer, are not refundable unless otherwise provided under applicable laws. However, in the event a Customer is not satisfied with the Service provided by Manoviyal, then they may send a mail to customersupport@Manoviyal.com. Manoviyal will review each such mail, on a case to case basis, and may refund the charges paid, if it deems fit, subject to requirements under applicable laws.

The decision of Manoviyal on any such matter shall be final and binding, unless otherwise provided under applicable laws.

Please note the specific rescheduling and refund policy in the event of the following circumstances:

4.2.1 Care Plan: Any purchased Care Plan is activated from the date of purchase and expires according to its duration. In case, the Customer fails to use the services during the period, the Care Plan cannot be shifted to any other period, further, no refunds will be provided in such a scenario. The Customer agrees and understands that buying a Care Plan does not give the Customer any preference with regard to the allotment of their session(s) and/or the Expert of their choice. All Experts have a pre-defined session schedule, which might be subject to change. The Customer agrees that all requests for sessions are serviced on a first come first serve basis.

4.2.2 Appointments (Audio/Video/Face to Face/Chat):

4.2.2.1 For any Services purchased, the Manoviyal team shall make 3 attempts to reach the Customer for confirmation of the Services. In case, the Customer fails to respond within 7 days of the last communication, the Service will be treated as consumed and no refunds shall be provided by Manoviyal.

4.2.2.2 In case, of technical difficulties during or at the time of the session, Manoviyal will check with their service providers. If the case is adjudged by Manoviyal to be genuine, the appointment shall be rescheduled. However, the Customer shall not be entitled to a refund on account of technical difficulties at the time of the session, unless otherwise provided under applicable law.

4.2.2.3 For audio and video sessions, in case, the Customer fails to turn up at the time of the appointment, Manoviyal will reschedule the session only once. If the Customer still does not turn up the second time, the appointment will be treated as consumed and no refunds shall be provided by Manoviyal.

4.2.2.4 For Face to Face appointments, any no shows are treated as availed services and no refund or rescheduling shall be provided by Manoviyal in such a scenario.

4.2.2.5 For any rescheduling (other than the scenarios discussed in this Clause 4.2.2.2), the Customer needs to inform Manoviyal at least 24 hours in advance. Manoviyal may on a case to case basis have the sole discretion to consider rescheduling an appointment on a shorter timeframe. Unless specifically allowed by the Terms, provided under applicable law or separately agreed with Manoviyal, the Customer shall not be entitled to a refund.

4.2.3 Appointment Bundles: All appointment bundles need to be availed within 6 months from the date of purchase. Additionally, all individual items in the bundles shall also be bound by the terms applicable to appointments.

4.3 User(s) can make payments through any of the following available options:

4.3.1 internet banking;

4.3.2 debit cards/ credit Cards;

4.3.3 Unified payments interface ("UPI");

4.3.4 Payment wallets available at the time of payment.

4.4 The User agrees and accepts that all nuances and modalities relating to making payment using internet banking/ debit cards/credit cards, UPI or payment wallets ("Virtual Payment Mode" ) shall be separately governed by arrangement(s) / terms and conditions between the User and the relevant banks or payment processors. We shall not be responsible, in any manner whatsoever, for any liability that may arise in relation to the Virtual Payment Modes (including any fraudulent transaction).

4.5 While availing any of the Virtual Payment Modes available on the Platform, we will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to you due to (i) lack of authorization for any transactions; (ii) any payment issues arising out of the transaction or (iii) decline of such transaction for any reason. Please reach out to the bank used for making your payment or the payment processor in such cases.

4.6 Unless otherwise provided under applicable laws, (i) Manoviyal reserves its right to revise the charges for Services, at any time, without the requirement of any prior intimation to the User; and (ii) any such change shall be binding and effective on the User.

5 Ownership of the Platform

5.1 The Platform contains content owned or licensed by Manoviyal ("Manoviyal Content"). Manoviyal owns and retains all rights in the Manoviyal Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Manoviyal Content and you will not copy, translate, post, reproduce, modify, adapt, prepare derivative works based on, display, publish, distribute, transmit, broadcast, rent, sell, license or otherwise exploit the Manoviyal Content.

5.2 The Manoviyal name and logo are trademarks of Manoviyal, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Manoviyal. In addition, all custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Manoviyal, and may not be copied, imitated or used, in whole or in part, without prior written permission from Manoviyal.

5.3 We hereby grant you a limited right to access and use the Platform and the Manoviyal Content as per the Terms, on a non-exclusive, worldwide, revocable, royalty-free and non-transferable basis, in relation to the Services.

6 Use of the Platform and conduct

6.1 Use of the Platform

6.1.1 You may use the Platform for lawful purposes only.

6.1.2 You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Platform in any medium, except if you have our prior authorization; (ii) transmitting spam, chain letters, or other unsolicited email by making use of the Services or the Platform; (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform or violating the Platform’s security measures or gaining unauthorised access to the Platform or others' IT systems using our Platform; (iv) taking any action that imposes, or may impose in our sole estimation an unreasonable or disproportionately large load on our infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through the Platform; (vi) collecting or harvesting any Personal Information including account names, from the Platform; (vii) using the Platform for any commercial purposes or without having all necessary rights and licenses to the User Content (defined below) or posting, uploading, or transmitting information through the Platform which you do not have a right to make available; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Platform; (x) accessing any content on the Platform through any technology or means other than those capabilities provided by the Platform; (xi) bypassing the measures we may use to prevent or restrict access to the Platform, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein; (xii) deleting, decomposing, decompiling, reverse engineering, disassembling or otherwise deconstructing all or any portion of the Platform; (xiii) use of data mining, web-crawlers, robots, or similar data gathering and extraction tools in relation to the access and use of the Platform; (xiv) making any back-up or archival copies of our Platform or any portion of it; (xv) 'mirroring', 'framing' or using other methods to incorporate any portion of our Platform into any other website/application without our prior written authorization; (xvi) deep-linking to any portion of the Platform for any purpose without the Company's express written permission; and/or (xvii) hindering others' usage of the Platform or interfering with the Platform's functioning - this may include the Intellectual Property Rights of another party, or the proprietary rights of another party.

6.2 User Content Guidelines:

6.2.1 You are solely responsible for your conduct and any data that you submit, post or display on or via the Platform including the User Content. Manoviyal shall have no liability for conduct in relation to your use of our Platform. Violations of these Terms may result in legal consequences prescribed by the applicable laws.

6.2.2 The Platform may provide Users the facility to create, share and post content (together, "User Content"). Manoviyal claims no ownership rights over User Content created by you. Manoviyal has the right (but not the obligation, unless otherwise provided under applicable laws) in its sole discretion to remove any User Content on the Platform.

6.2.3 Manoviyal takes no responsibility and assumes no liability for any User Content that you or any other User or third party creates, stores, shares, posts or sends through the Platform. You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.

6.2.4 You agree not to post, store, transmit, create or share any User Content that: (i) belongs to another person and to which you do not have any right; (ii) is obscene, pornographic, paedophilic, invasive of another's privacy including bodily privacy, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or promoting enmity between different groups on the grounds of religion or caste with the intent to incite violence; (iii) is harmful to child; (iv) infringe any rights of any third party, including but not limited to any Intellectual Property Rights or privacy rights; (v) deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any misinformation or information which is patently false and untrue or misleading in nature; (vi) impersonates another person; (vii) 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 another other nation; (viii) contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; (ix) violates any law for the time being in force; (x) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (xi) may create a risk of any other loss or damage to any person or property; or (xii) contains any information or content that you do not have a right to make available under applicable law or under contractual or fiduciary relationships.

If User Content is in breach of this Clause 6.2.4, we will have the right to remove such content/information and take appropriate action including terminating your access to the Platform in accordance with applicable laws. User Content removed from the Platform, or access to which has been disabled, may continue to be stored by Manoviyal, including, without limitation, in order to comply with certain legal obligations imposed by applicable law. For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyrights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all registered domain names protected under applicable law.

6.2.5 In connection with your User Content, you affirm, represent and warrant the following:

6.2.5.1 To the extent that you use the Platform for any commercial purpose and your User Content contains any copyrighted material that is not your original work or in which you do not otherwise own the copyright, you have obtained all rights, licenses, consents, and permissions necessary in order to use that copyrighted material in connection with the creation and/or dissemination of that User Content on the Platform.

6.2.5.2 Manoviyal may exercise the rights to your User Content granted under these Terms without liability for payment of any residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.

7 Rights to User Content

7.1 If you share your User Content with Manoviyal and/or link your User Content to Manoviyal on a third party service and/or post content on any social media page owned and operated by Manoviyal, you expressly grant and you hereby represent and warrant that you have all rights necessary to grant to Manoviyal a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, store, archive, reproduce, modify, process, publish, edit, translate, distribute, syndicate, publicly display, and make derivative works of, all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Platform and Manoviyal's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of our Platform (and derivative works thereof) in any media formats and through any media channels.

7.2 Notwithstanding the provisions of Section 30A of the (Indian) Copyright Act, 1957, the license mentioned in Clause 7.1 above, in so far as it relates to copyrightable material shall not lapse nor shall the rights transferred therein revert to you, even if we, our affiliates, or our legal successors do not exercise the rights under the license within a period of 1 year from the date of license. You hereby waive any right to and shall not raise any objection or claims in relation to such license.

8 Disclaimers

8.1 The advice or information provided by Experts via the Platform is provided for informational purposes only and cannot be considered a substitute for examination by a doctor or other licensed mental health or medical professional (except in cases where such Experts are adequately qualified to provide such advice). You are advised strongly against relying solely on, or make decisions based solely on advice provided by any Expert. Please also see Clause 11.1 below in this regard.

8.2 Except as otherwise provided under applicable laws, (i) Manoviyal disclaims any and all liability for any Services including consultation and therapy services rendered by an Expert to you through the Platform; (ii) Manoviyal shall not be liable or responsible for and does not guarantee the quality and efficiency of the services availed from Experts, and the Experts shall always be solely liable and responsible for the services provided by them to you – If the services availed from such Experts are deficient or are not received within the specified duration as indicated or are not in accordance with the specifications indicated by them, or the Experts were negligent during the provision of such services, you must raise such concerns with the relevant Expert. You further acknowledge and agree that you take full responsibility for the decision to access an Expert through the Platform and to continue to interact with such individual(s), and that the role of Manoviyal is strictly limited to providing access to such Experts to you. Manoviyal is not responsible for the quality, outcome or choice of treatment offered by such Experts.

8.3 It is the sole responsibility of the Expert to ensure that all services provided by them are provided in accordance with applicable law, and that all licenses, permissions, and authorisations to the extent required to be obtained in this regard, are maintained in full force by them throughout the provision of such service. They shall also be solely responsible for ensuring that all services are only provided to persons eligible to receive such service in accordance with applicable law and these Terms.

8.4 Use of the Services is not for emergencies. If you think you have a medical or mental health emergency, or if at any time you are concerned about your care or treatment, please go to the nearest hospital or health care provider.

8.5 The Platform is not a suicide helpline platform. If you are considering or contemplating suicide or feel that you are a danger to yourself or to others, you may discontinue use of the Services immediately and please notify appropriate police or emergency medical personnel. If you are thinking about suicide, immediately call a suicide prevention helpline such as Aasra (+91-22-27546669).

8.6 Your use of information (including Manoviyal Content or any User Content) provided on the Platform and availing of Services on the Platform is solely at your own risk. Manoviyal is not and will not in any manner be involved in the practice of medicine or the provision of medical care nor does the provision of any such information on the Platform create a licensed medical professional/patient relationship between Manoviyal and you. Such information is being provided for informational purposes only and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition.

9 Privacy and security

9.1 By agreeing to the Privacy Policy, you consent to the collection, use and disclosure of your Personal Information (as defined in the Privacy Policy) as set forth in our Privacy Policy.

9.2 We endeavour to protect the privacy of your User account and other Personal Information collected by us, but you understand that Manoviyal cannot guarantee that unauthorized third parties will never be able to breach our security measures or use your Personal Information for improper purposes. You acknowledge that you provide your Personal Information at your own risk.

9.3 Your User account is protected by a password for your privacy and security. You need to prevent unauthorized access to your account and Personal Information by ensuring that you keep the login credentials of your User account confidential and limit access to your computer or device and browser by signing off after you have finished accessing your User account.

To know more about how we protect your Personal Information, please read our Privacy Policy.

10 Warranty

10.1 The Platform and Services are provided on an "as is" basis, and use of the Platform and Services are at the User's risk. To the maximum extent permitted by applicable law, the Platform and Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Manoviyal material or through the Platform will create any warranty not expressly stated herein. Without limiting the foregoing, Manoviyal, its subsidiaries, its affiliates, and its licensors do not warrant that the content found on the Platform is accurate, reliable or correct; that the Platform and the Services will meet your requirements; that the Platform and Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Platform is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Platform is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Platform.

10.2 Manoviyal does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Platform or any hyperlinked website or service, and Manoviyal will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

12 Termination

12.1 Manoviyal may terminate these Terms for any reason at any time. In addition to any termination rights, we reserve the right to enforce and prosecute any violations of these Terms. You may terminate these Terms at any time by deleting your User account.

12.2 Manoviyal may, without prior notice, change the Platform, stop providing the Platform or features of the Platform, to you or to Users generally, or create usage limits for the Platform. Unless prohibited under applicable laws, we may permanently or temporarily terminate or suspend your access to the Platform, or delete any User Content without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms.

13 Third-party links

13.1 The Platform may contain links to other websites ("Linked Sites" ). The Linked Sites are not under the control of the Company. We are not responsible for the content of any Linked Site, including, without limitation to, any link contained in a Linked Site, or any changes or updates to a Linked Site.

13.2 We are not responsible for any form of transmission, whatsoever, received by the User from any Linked Site. We are providing these links only for convenience, and the inclusion of any such link does not imply endorsement by the Platform, of the Linked Sites or any association with its operators or owners including the legal heirs or assigns thereof.

13.3 On accessing the Linked Sites, you shall be governed by the terms of use, privacy policy and such other additional policies of the Linked Sites. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, advertising, products, services or other materials available on or through any Linked Sites or for any errors, defamatory content, libel, slander, omissions, falsehoods, obscene content, pornographic material, or any profanity contained therein.

14 Indemnification

14.1 You shall indemnify, defend and hold us, our affiliates, respective officers, directors, shareholders, employees, sub-contractors and agents harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments and expenses, as well as third party claims and causes of action, including, without limitation, attorneys' fees, arising out of your breach of these Terms, or your use of the Platform or Services. In relation to any third-party claims against us on account of your actions in relation to the access to the Platform and Services, you shall provide us with all assistance, without charge, as we may request in connection with any defence, including, without limitation, by providing us with such information, documents, records as we deem necessary. You shall not settle any third-party claim or waive any defence without our prior written consent.

14.2 In the event of a dispute regarding any transaction conducted via the Platform or as part of the Services, you hereby relieve Manoviyal, its affiliates, respective officers, directors, shareholders, employees, sub-contractors and agents from all manner of actions, claims or demands and from any and all losses (direct, indirect, incidental or consequential), damages, costs or expenses, including, without limitation, court costs and attorneys' fees, which the User may have against one or more of the above, except as otherwise expressly provided under applicable laws.

16 Dispute Resolution

16.1 In the event of any dispute, controversy or claim arising out of or relating to these Terms or any subsequent amendments thereto including, without limitation, the breach of the terms hereunder, termination, validity or invalidity thereof, or any non-contractual issues (each, a "Dispute"), the Company and the User shall aim to resolve such Dispute amicably.

16.2 All Disputes, which are not settled pursuant to the resolution procedure set forth in Clause 16.1 above will be referred and settled by final and binding arbitration by a sole arbitrator mutually appointed by the Parties in accordance with the Indian Arbitration and Conciliation Act, 1996 as amended from time to time, and the seat of arbitration shall be at Bengaluru.

17 Governing law

17.1 This Agreement shall be governed by the laws of India, and subject to Clause 16.2 above, the courts of Bangalore shall have exclusive jurisdiction with respect to any dispute arising hereunder.

18 Grievance officer

18.1 The name and contact details of the 'Grievance Officer' are provided below:

Name: Richa Singh

Phone No: 08047097654

E-mail Address: customersupport@Manoviyal.com

Postal Address: #2739, 1st Floor, 15th Cross, 27th Main Rd, Sector 1, HSR Layout, Bengaluru, Karnataka - 560102

19 Miscellaneous

19.1 Survival: In the event of termination or expiration of these Terms for any reason, any provisions of these Terms that by their nature should survive termination of these Terms, will survive.

19.2 Severability: If any provision or part thereof in these Terms is held to be either illegal or unenforceable, in whole or in part, under applicable laws by competent authorities, such provision or part thereof shall to that extent be deemed not to form part of these Terms, but the validity and enforceability of the remainder of these Terms shall not be affected.

19.3 Unenforceability: If any provision of these Terms or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then provided that the essential consideration for entering into these Terms on the part of any party is not unreasonably impaired, such provision or portion thereof shall be modified or deleted in such manner as to render these Terms as modified, legal and enforceable to the maximum extent permitted under applicable laws.

19.4 No Waiver: No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of these Terms shall impair any such right or power or be construed to be a waiver thereof. A waiver hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained (whether or not the provision is similar).

19.5 Notices: Any notice required or permitted to be given to Manoviyal hereunder shall be in writing and sent or transmitted by (i) registered or certified mail; (ii) hand-delivery; (iii) email; or (iv) internationally recognized courier service, provided its receipt is acknowledged and, dispatched or sent or transmitted to the address specified Manoviyal. All notice required to be given under these Terms shall be addressed to:

Name: Manoviyal Health Solutions Private Limited

Postal Address: #2739, 1st Floor, 15th Cross, 27th Main Rd, Sector 1, HSR Layout, Bengaluru, Karnataka - 560102

E-mail Address: richa@Manoviyal.com