Terms of Service

1.Acceptance and Contract Formation

These Terms of Service ("Terms") form a legally binding agreement between you and Bizmorphic Research Private Limited. By accessing, registering for, purchasing, activating, or using Wisemelon, you acknowledge that you have read and agree to these Terms. If you use Wisemelon on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" includes that organisation.

Electronic acceptance, click-through acceptance, written acceptance, purchase of a subscription, or continued use of the Services constitutes acceptance to the extent permitted by applicable law. The Indian Information Technology Act, 2000 recognises legal validity for electronic communications and electronic transactions, and the Indian Contract Act, 1872 governs contractual formation and performance in India.

1.1 Order of precedence

If you have an executed Order Form, Master Services Agreement, Data Processing Agreement, Service Level Agreement or other written agreement with Wisemelon, the specific written agreement governs to the extent of any conflict with these Terms. The Privacy Policy governs privacy and personal-data matters to the extent applicable.

2.Definitions

"Account": the account used to access the Services.

"Authorised User": an individual whom a Customer permits to use the Services under the Customer's subscription or account.

"Customer": the person or organisation purchasing or subscribing to the Services.

"Customer Data": data, documents, messages, records, media, configurations, workflows and other information submitted to or processed through the Services by or for a Customer.

"Data Principal": an identifiable individual to whom personal data relates, as defined by applicable data-protection law.

"Services": Wisemelon's software platform, APIs, dashboards, webfronts/views, workflow automation, campaigns, integrations, AI-enabled functions, communication features, support and related services made available by Wisemelon.

"Order Form": an order, proposal, subscription selection, statement of work or other commercial document accepted by the Customer and Wisemelon that identifies Services, fees or other commercial terms.

"Third-Party Service": any external service or platform integrated with or used by the Services, including communication, payment, AI, analytics, cloud, identity or enterprise systems.

"User Content": information or content submitted by an individual directly to the Services, including messages, files, text, audio, images and similar materials.

3.Eligibility and Authority

• You must be legally capable of entering into a binding agreement under applicable law.
• If you access Wisemelon for an organisation, you must have authority to accept these Terms for that organisation.
• Healthcare services must be used only by appropriately authorised healthcare organisations, professionals, staff or patients as applicable to the workflow.
• You are responsible for ensuring that Authorised Users understand and comply with these Terms and any applicable customer policies.

4.The Wisemelon Services

Wisemelon provides configurable SaaS capabilities including customer and patient engagement, workflow automation, dashboards and views/webfronts, campaigns, ticketing, communications, integrations, AI-assisted processing, workforce/location workflows and related functionality. Features may vary by plan, product version, customer configuration and region.

4.1 Service modifications

Wisemelon may add, modify, improve, suspend or discontinue features from time to time. We will use reasonable efforts to avoid material disruption and, where appropriate, provide notice of material changes. Product changes do not reduce rights that are expressly fixed in a signed Order Form unless the Order Form permits such changes.

4.2 Beta or experimental functionality

Beta, preview, experimental or early-access functionality may be identified as such. Such functionality is provided for evaluation, may change without notice, and may be subject to additional restrictions or disclaimers.

5.Accounts and Security

• You must provide accurate registration information and keep account information current.
• Credentials are personal to the assigned user unless an approved shared/service account is expressly supported.
• You are responsible for safeguarding credentials, API keys, access tokens and devices used to access the Services.
• You must promptly notify Wisemelon at hello@wisemelon.ai or the applicable support channel if you suspect unauthorised access, credential compromise or a security incident involving the Services.
• Wisemelon may suspend credentials that are reasonably believed to present a security risk, subject to applicable contract terms.

6.Customer Responsibilities

The Customer is responsible for its use of the Services, the configuration of workflows, permissions and automations, and the legality and accuracy of Customer Data and instructions supplied to Wisemelon.

• Obtaining any required notices, consents, permissions or other lawful authority to collect and process data, including patient data, employee data, communication data and location data.
• Configuring roles and permissions appropriately and promptly removing access for personnel who no longer require it.
• Reviewing and validating automated outputs and workflows before relying on them for operational, financial, employment, patient-support or other consequential decisions.
• Ensuring that messages and content sent through WhatsApp, SMS, email, Instagram or voice channels comply with applicable law and the rules of the relevant channel provider.
• Maintaining appropriate internal policies for healthcare records, clinical governance, employee monitoring, attendance and workforce management where applicable.

7.Healthcare Use and Clinical Responsibility

• Customers must not configure the Services so that a patient is led to believe Wisemelon itself is the treating clinician or healthcare provider.
• Customers must maintain appropriate human review where an automated output could materially affect clinical care or patient safety.
• The Services must not be relied upon as the sole mechanism for emergency response, time-critical diagnosis or life-sustaining decisions unless expressly agreed in writing and supported by an appropriate implementation.
• Where healthcare organisations use Wisemelon to support NABH or ABDM-related workflows, the Customer remains responsible for its own accreditation, regulatory and clinical obligations. Wisemelon does not by these Terms represent that a Customer is NABH accredited or ABDM compliant.

8.Artificial Intelligence and Automated Outputs

Certain Services use artificial intelligence, machine learning or rule-based automation. Outputs may be probabilistic, incomplete, inaccurate, outdated or unsuitable for a particular context.

• You are responsible for reviewing outputs before using them in consequential decisions.
• Wisemelon does not warrant that an AI output will always be accurate, complete, unbiased, available or fit for a particular purpose.
• Wisemelon does not use Customer or patient data to train or improve a general-purpose AI model, as stated in the applicable Privacy Policy, subject to any different terms expressly agreed in writing.
• Third-party AI providers may apply their own service terms, technical limitations and processing conditions. The Customer is responsible for reviewing any provider-specific restrictions relevant to its use case.

9.Patient, Health and Sensitive Information

Where Wisemelon processes patient or health-related information for a hospital, clinic or healthcare organisation, the Customer generally determines the purposes and means of that processing and Wisemelon acts as a Data Processor. The parties may enter into a Data Processing Agreement or equivalent contractual instrument.

• The Customer must have lawful authority to provide the data and instruct Wisemelon to process it.
• Wisemelon will process such information only for the Services and in accordance with documented instructions, applicable law and the applicable agreement, except where law requires otherwise.
• The parties will cooperate on lawful data-principal requests, security incidents, retention/deletion instructions and regulatory requirements as required by applicable law or contract.
• Patient rights concerning a healthcare record may need to be exercised through the relevant hospital or healthcare organisation, which remains responsible for its Data Fiduciary obligations.

10.Location Data and Workforce Management

• Location data may be used for attendance tracking, field-staff location updates, location-based task automation, geofenced or location-dependent workflows, operational coordination and other authorised organisational workflows during an active work session.
• If you grant background location permission, Wisemelon may access location while the application is running in the background only to support the authorised business features for which that permission has been granted.
• Location information is not used by Wisemelon for advertising or targeted advertising purposes.
• You may revoke location permission at any time through your device settings. Revoking permission may prevent certain location-dependent features from functioning.
• Customers are responsible for ensuring that workforce location tracking is lawful, proportionate, transparently disclosed to workers, and used consistently with employment and privacy requirements.

11.Acceptable Use

You must not use the Services to violate law, infringe rights, interfere with the Services, or create unreasonable risk to individuals or organisations. Prohibited activities include:

• using the Services to facilitate fraud, phishing, unlawful surveillance, harassment, threats, discrimination, identity theft or other unlawful activity;
• accessing or attempting to access another account, tenant, system, API or data without authorisation;
• circumventing security controls, rate limits, authentication or usage restrictions;
• uploading malware, ransomware, malicious code or content intended to disrupt or damage systems;
• scraping, reverse engineering, decompiling, disassembling or attempting to derive source code except where such restriction is prohibited by applicable law;
• using the Services to create or distribute content that infringes intellectual-property or privacy rights;
• using automated messaging in a way that violates applicable anti-spam, telecom, communication-channel or consent requirements;
• using the Services as a substitute for emergency services or professional clinical judgement;
• using location functionality to conduct unlawful tracking, stalking, retaliation or other prohibited monitoring.

12.Messaging and Communications

Wisemelon may connect to WhatsApp, SMS, email, Instagram, voice and other communication channels through third-party providers. The Customer acknowledges that channel availability, template approval, delivery, message limits, opt-in rules, pricing, quality ratings and other constraints may be controlled by the applicable provider.

• The Customer is responsible for obtaining and maintaining required user opt-ins and permissions.
• The Customer must not use Wisemelon to send deceptive, misleading, unsolicited, unlawful or prohibited communications.
• WhatsApp and other third-party channels remain subject to their own terms, policies and enforcement actions. Suspension by a channel provider may affect the related Wisemelon functionality.

13.Third-Party Services and Integrations

The Services may integrate with third-party systems, including healthcare information systems, payment providers, communication platforms, analytics tools, cloud services, AI services and enterprise applications. Third-Party Services are governed by their own terms and privacy policies.

• Wisemelon is not responsible for availability, security, functionality or policy changes of Third-Party Services except to the extent expressly provided in a written agreement.
• If a Third-Party Service stops supporting an integration, changes its API or imposes restrictions, Wisemelon may modify or discontinue the related integration.
• Customers are responsible for maintaining any necessary third-party accounts, licences, subscriptions and credentials.

14.Customer Data, Ownership and Licence

As between the Customer and Wisemelon, the Customer retains its rights in Customer Data. Nothing in these Terms transfers ownership of Customer Data to Wisemelon.

The Customer grants Wisemelon a limited, non-exclusive, worldwide licence during the applicable service period to host, copy, transmit, display, modify, structure and otherwise process Customer Data only as necessary to provide, secure, maintain and support the Services and to comply with law or the applicable agreement.

• Wisemelon may use aggregated or de-identified information that does not identify the Customer or an individual for service analytics, security, capacity planning and product operations, subject to applicable law and contractual restrictions.
• Wisemelon will not use Customer or patient data to train or improve a general-purpose AI model unless the Customer separately and expressly agrees in writing.

15.Wisemelon Intellectual Property

Wisemelon and its licensors own all rights, title and interest in the Services, software, source code, object code, interfaces, workflows, templates, documentation, algorithms, models, designs, branding, trademarks and related technology, excluding Customer Data and third-party materials.

• Subject to payment of applicable fees and compliance with these Terms, Wisemelon grants the Customer a limited, non-exclusive, non-transferable (except as expressly permitted), non-sublicensable right to access and use the Services during the applicable subscription period.
• No rights are granted by implication, estoppel or otherwise beyond those expressly stated.
• The Customer must not remove proprietary notices, copy the product, resell the Services outside an authorised programme, or use Wisemelon technology to build a substantially similar competing service, except where prohibited by applicable law.

16.Feedback

If you provide suggestions, ideas, recommendations or other feedback regarding the Services, Wisemelon may use and incorporate such feedback without payment or attribution, provided that Wisemelon does not disclose Customer Confidential Information or personal data in doing so.

17.Fees, Taxes, Billing and Payment

Fees are specified in the applicable Order Form, subscription plan, invoice or pricing page. Unless otherwise stated, fees are payable in Indian Rupees and are exclusive of applicable taxes, including GST, which will be charged as required by law.

• The Customer authorises Wisemelon or its payment provider to collect applicable charges using the selected payment method.
• Subscription fees are generally non-refundable except where required by law or expressly stated in the applicable commercial terms.
• If payment is overdue, Wisemelon may suspend affected Services after giving reasonable notice, subject to applicable agreement terms and mandatory law.
• The Customer is responsible for bank charges, withholding taxes and other amounts that are legally payable by the Customer, except taxes imposed on Wisemelon's income.

18.Trials and Promotional Access

Wisemelon may provide free trials, credits, demonstrations, pilot access or promotional features. Such access is provided for the stated period and may be subject to additional conditions. At the end of a trial or pilot, access may expire unless the parties agree otherwise in writing.

19.Availability, Support and Service Levels

Wisemelon aims to operate a reliable service but does not guarantee uninterrupted or error-free availability unless a specific uptime commitment is provided in a signed Service Level Agreement or Order Form.

• Planned maintenance, emergency maintenance, events outside Wisemelon's reasonable control and outages of Third-Party Services may affect availability.
• Support levels, response times and channels are determined by the applicable plan or Order Form.

20.Confidentiality

Each party may receive non-public information from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each party will use reasonable care to protect the other party's Confidential Information and will use it only for purposes of the relationship.

• Confidential Information does not include information that is public without breach, was lawfully known without restriction, is independently developed without use of the other party's information, or is received lawfully from a third party without confidentiality obligations.
• A party may disclose Confidential Information when required by law, provided it gives notice where legally permitted and reasonably cooperates to limit the disclosure.

21.Privacy and Data Protection

Wisemelon's processing of personal data is governed by the applicable Privacy Policy and, for customer-controlled data, any Data Processing Agreement or similar contractual data-processing terms. Wisemelon intends to operate in accordance with applicable Indian data-protection requirements, including the Digital Personal Data Protection Act, 2023 and applicable Rules when their provisions apply to the relevant processing.

• Where Wisemelon is the Data Fiduciary, Wisemelon will determine the purposes and means of the relevant processing and provide applicable privacy notices.
• Where Wisemelon is the Data Processor, the Customer remains responsible for the lawful basis, notices and instructions relating to its processing unless otherwise agreed.
• Nothing in these Terms limits any mandatory rights or obligations imposed by applicable data-protection law.

22.Compliance with Healthcare and Digital Health Requirements

Wisemelon may support customers seeking to implement controls relevant to digital healthcare, ABDM interoperability, and NABH-aligned information management. However, these Terms do not constitute a certification, accreditation, guarantee or legal opinion that any Customer or deployment satisfies a healthcare, ABDM, NABH or other regulatory framework.

• Customers are responsible for their clinical governance, medical record obligations, hospital policies, professional standards and accreditation requirements.
• Where a customer requires specific compliance controls, the required technical and organisational measures should be documented in the applicable implementation statement, security schedule or Order Form.

23.Records and Data Export

Subject to the applicable plan, technical limitations and contractual terms, Customers may export Customer Data using supported export tools or APIs. Before termination, Customers should initiate any required export and transition activities.

• Export formats, limits and availability may vary by service.
• After termination, data may be deleted in accordance with the Privacy Policy, applicable contract and retention requirements. Backup copies may persist for the periods stated in those documents.

24.Suspension

Wisemelon may suspend all or part of the Services if reasonably necessary to protect the security or integrity of the Services, comply with law, address misuse, respond to an actual or suspected security incident, or address material payment default. Where reasonably practicable, Wisemelon will provide notice and an opportunity to cure.

• Suspension will be limited to the scope and duration reasonably necessary for the relevant purpose.
• Where suspension is caused by Customer misuse or breach, Wisemelon is not responsible for losses resulting from that suspension to the extent permitted by law.

25.Termination

Either party may terminate the applicable Services or agreement as provided in the Order Form or, where no specific term applies, upon material breach that remains uncured after reasonable notice. Wisemelon may terminate or discontinue a Service where required by law or where continued provision is no longer commercially or technically feasible, subject to applicable contract obligations.

25.1 Effect of termination

• The Customer must stop using the terminated Services.
• Outstanding fees become due according to the applicable commercial terms.
• The Customer may request or perform an available data export before the termination/deletion deadline.
• Sections intended by their nature to survive termination will survive, including IP, confidentiality, payment obligations, disclaimers, limitations of liability, indemnity and dispute provisions.

26.Warranties and Disclaimers

Wisemelon warrants that it will provide the Services with reasonable skill and care and substantially in accordance with the applicable documentation, subject to the limitations and exclusions in these Terms and any Order Form.

• Wisemelon does not warrant that the Services will be uninterrupted, completely secure, error-free, or compatible with every third-party system.
• Wisemelon does not warrant the accuracy or completeness of AI-generated content, automated classifications, recommendations, summaries, forecasts or other outputs.

27.Indemnification

To the extent permitted by law and subject to the procedures in this section, each party will be responsible for third-party claims arising from its own breach of these Terms, unlawful conduct or infringement of third-party rights.

27.1 Customer indemnity

The Customer will defend and indemnify Wisemelon and its officers, employees and contractors against third-party claims arising from: (a) unlawful Customer Data or User Content; (b) the Customer's failure to obtain required permissions or consents; (c) misuse of the Services; or (d) the Customer's violation of applicable law or third-party platform rules.

27.2 Wisemelon IP indemnity

Wisemelon will defend the Customer against a third-party claim that the paid Services, as provided by Wisemelon and used as authorised under these Terms, directly infringe that third party's copyright, patent or trademark, subject to customary exclusions for Customer modifications, combinations, third-party services, instructions and unlawful use.

28.Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, punitive or consequential damages, or for loss of profits, revenue, business opportunity, goodwill or anticipated savings, arising out of the Services or these Terms.

Except for liabilities that cannot lawfully be limited, a party's aggregate liability arising from or relating to a particular Order Form or Services during the 12 months preceding the event giving rise to the claim will not exceed the fees actually paid or payable by the Customer for those Services during that period. Different caps may apply if expressly stated in a signed Order Form.

• Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury to the extent such exclusion is unlawful, breach of confidentiality to the extent not lawfully limitable, infringement of intellectual-property rights where liability cannot lawfully be limited, or other liabilities that cannot be excluded by law.

29.Force Majeure

Neither party will be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemic/pandemic events, war, terrorism, civil disturbance, government action, internet backbone failures, power failures, labour disputes, or widespread third-party infrastructure outages, provided the affected party takes reasonable steps to mitigate the impact.

30.Publicity and Trademarks

Wisemelon will not use the Customer's name or trademarks in public marketing materials without the Customer's permission, except where the Customer has expressly agreed to a customer-reference programme or where disclosure is required by law.

• The Customer may not use Wisemelon branding to imply endorsement, partnership or certification without written authorisation.

31.Changes to these Terms

Wisemelon may update these Terms from time to time. Updated Terms will be posted on the applicable website or otherwise provided to Customers. Material changes will be notified in a reasonable manner where required. Continued use after the effective date of an update constitutes acceptance to the extent permitted by law. Changes that materially affect a signed commercial agreement will not override that agreement unless the agreement expressly permits such changes.

32.Notices

Legal notices to Wisemelon may be sent to Bizmorphic Research Private Limited at its registered office or to the applicable legal/privacy contact published by Wisemelon. Operational notices may be delivered by email, in-product notification or other reasonable electronic means to the Customer's designated administrative contact.

33.Assignment

Neither party may assign these Terms in a manner that transfers the agreement to another entity without the other party's consent, except that Wisemelon may assign these Terms as part of a merger, corporate reorganisation, financing, sale of substantially all assets or business transfer, provided the assignee assumes the applicable obligations.

34.Severability and Waiver

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified only to the minimum extent required to make it enforceable. A failure to enforce a provision is not a waiver of the right to enforce it later.

35.Entire Agreement

These Terms, together with any applicable Order Form, Data Processing Agreement, Service Level Agreement, security schedule and incorporated policies, constitute the agreement between the parties regarding the Services and supersede prior discussions concerning the same subject matter, except for any signed agreement expressly preserved by the parties.

36.Governing Law and Dispute Resolution

These Terms are governed by the laws of India. Subject to any mandatory rights or remedies under applicable law, disputes relating to these Terms or the Services will be subject to the jurisdiction of the competent courts at Pune, Maharashtra, India.

For business customers, the parties may agree in writing to arbitration under the Arbitration and Conciliation Act, 1996, including the seat, venue, language and appointment process. Nothing in this section limits statutory remedies that cannot lawfully be waived.

37.Third-Party Rights

Except where expressly stated, these Terms do not create rights in favour of any third party. Customers remain responsible for their relationship with patients, employees, end users and other third parties using workflows powered by the Services.

38.Contact Information

39.Related Policies and Documents

The following documents may form part of the Wisemelon service relationship where applicable:

• Wisemelon Privacy Policy
• Data Processing Agreement / Data Protection Addendum
• Service Level Agreement
• Security / Information Security Schedule
• Order Form / Subscription Terms
• Applicable Third-Party Service terms and policies

40.Legal and Regulatory Framework

Wisemelon intends these Terms to operate consistently with applicable Indian law, including the Indian Contract Act, 1872; the Information Technology Act, 2000 and applicable rules; the Digital Personal Data Protection Act, 2023 and applicable rules as they come into force; applicable consumer-protection and tax laws; and sector-specific requirements applicable to the Customer or service. Where a mandatory law conflicts with these Terms, the mandatory law prevails to the extent of the conflict.