MEDSPACE TERMS OF SERVICE

1.1 Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement made between LLC Radium 2023, a company established under the laws of Georgia, with its principal place of business at: Georgia, Tbilisi, Akaki Tsereteli Ave. 2, Office 5 ("Radium," "Company," "We"), and you, as an individual and/or representative of an organization ("Client," "User," "Medical Institution," "You"), concerning your access to and use of the medspace.me website and its related software platform ("Platform" or "Service").

1.2 Consent

By accessing, registering for, or using the Platform in any way, you confirm that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy, Data Processing Agreement, Refund Policy, and Service Level Agreement (SLA), which are integral parts of this document. If you do not agree with all of these Terms, you are expressly prohibited from using the Platform and must discontinue use immediately.

1.3 Changes

We reserve the right to change these Terms at any time. We will notify you of material changes by email or by posting a prominent notice on the Platform, at least thirty (30) days before the changes take effect. Your continued use of the Platform after the updated Terms become effective means that you accept those changes.

2.1 Overview

MedSpace.me, owned by Radium, is a Cloud-based Software as a Service (SaaS) platform specifically designed for medical institutions, healthcare providers, and their patients. The Platform provides comprehensive tools for healthcare information management and communication.

2.2 Core Services

The Platform includes, but is not limited to, the following functionalities:

• a) Electronic Health Record (EHR) Management:
  • Creation, storage, and administration of electronic health records;
  • Management of patient demographic and clinical data;
  • Tools for medical documentation and record-keeping.
• b) DICOM Viewer and PACS/RIS:
  • Storage and archiving of medical imaging files in DICOM format;
  • Picture Archiving and Communication System (PACS) functionality;
  • Radiology Information System (RIS) features;
  • Advanced tools for the visualization and analysis of medical images, including X-ray, CT (Computed Tomography), MRI (Magnetic Resonance Imaging), and other diagnostic methods.
• c) Artificial Intelligence (AI) Powered Documentation Assistance System:
  • AI-based tools for creating preliminary diagnostic documentation;
  • Automated report formatting and structuring;
  • Natural Language Processing (NLP) for medical documentation;
  • Image analysis algorithms for diagnostic support.
• d) Secure Communication Tools:
  • HIPAA/GDPR-compliant video conferencing for telemedicine consultations;
  • Encrypted messaging between healthcare providers and patients;
  • Secure sharing and transfer of medical documentation and imaging studies;
  • Multi-party consultation capabilities (Consiliums).

2.3 Service Availability

The Platform is provided on an "as is" basis. While we strive to maintain continuous service, we do not guarantee uninterrupted access. Please refer to our Service Level Agreement (SLA) for specific uptime commitments and remedies.

2.4 Service Modification

We reserve the right to modify, suspend, or discontinue any aspect of the Platform, with or without notice, at any time. We will use commercially reasonable efforts to notify you of material changes to core functionality at least thirty (30) days in advance.

3.1 Platform Does Not Practice Medicine

MedSpace does not engage in the practice of medicine, provide medical advice, or render clinical services. The Platform is a technological tool designed to support, not replace, the professional judgment and clinical decision-making of licensed healthcare providers.

3.2 For Professional Use Only

The Platform is intended for use by qualified healthcare professionals who are licensed, certified, or otherwise authorized to practice medicine in their jurisdiction. All clinical decisions must be made by appropriately licensed and accredited medical professionals.

3.3 Artificial Intelligence (AI) as an Auxiliary Tool

Any Artificial Intelligence features, including but not limited to, image analysis, diagnostic suggestions, or automated reporting, are provided solely as preliminary auxiliary tools.

Content generated by Artificial Intelligence:

• Does not constitute a medical diagnosis or clinical recommendation;
• Must not be used as the sole basis for clinical decision-making;
• Must be independently verified and confirmed by a licensed physician;
• May contain errors, inaccuracies, or limitations, resulting from the quality of the input data and the inherent limitations of machine learning technology.

3.4 Physician Responsibility

The treating physician or healthcare provider bears the sole and complete responsibility for:

• All diagnostic conclusions and clinical decisions;
• Verification of any report or analysis generated by Artificial Intelligence; patient care outcomes and treatment plans;
• Compliance with prevailing standards of medical care;
• Correct interpretation of all data, images, and reports processed through the Platform.

3.5 No Medical Liability

MedSpace expressly disclaims all liability for:

• Medical errors, misdiagnosis, or adverse patient outcomes;
• Clinical decisions based on Platform data or AI-generated content;
• The accuracy, completeness, or reliability of any medical information processed through the Platform;
• Any harm caused by reliance on the Platform's functions in lieu of professional medical judgment.

3.6 Emergency Situations

The Platform is not intended for use in emergency or life-threatening situations. In case of a medical emergency, immediately contact appropriate emergency services. Do not rely on the Platform for time-critical medical decisions.

4.1 Authorization Requirements

Access to and use of the Platform is restricted and permissible only to:

• Licensed medical institutions, including hospitals, clinics, and healthcare facilities;
• Licensed healthcare practitioners engaged in private practice;
• Authorized medical personnel employed by or affiliated with registered medical institutions;
• Patients who have been granted access by their healthcare provider.

4.2 Registration Process

To access the Platform, you are required to:

• Complete the registration process by providing accurate, current, and complete information;
• Designate an authorized institutional administrator (for institutional accounts);
• Verify professional certifications and licenses upon request;
• Agree to these Terms and all incorporated policies.

4.3 Account Information Accuracy

You represent and warrant that:

• All registration information you submit is true, accurate, current, and complete;
• You will promptly update your account information in case of changes to maintain its accuracy;
• You have the legal authority to enter into this Agreement on behalf of your institution (if applicable); you possess all necessary licenses, certifications, and permits required to use the Platform for medical purposes.

4.4 Account Security and Confidentiality

You are responsible for:

• Protecting the confidentiality of your account credentials, including usernames and passwords;
• All activities that occur under your account, regardless of whether authorized by you;
• Implementing appropriate security measures to prevent unauthorized access;
• Immediately notifying MedSpace of any known or suspected unauthorized use of your account or security breach.

4.5 Prohibited Account Practices

You agree not to:

• Share your account credentials with unauthorized individuals;
• Allow multiple individuals to use the Platform with a single user account;
• Create accounts using false, misleading, or fraudulent information;
• Transfer, sell, or otherwise assign your account to a third party without our express written consent.

4.6 Access Control and User Rights

For institutional accounts:

• The institutional administrator is responsible for creating and managing user accounts for authorized personnel;
• Access levels and permissions must be configured in line with the "principle of least privilege";
• Role-based access control must be properly implemented to ensure users only access information necessary for their job functions;
• Regular audits of user access must be conducted to ensure compliance with privacy regulations and institutional policies.

4.7 Account Termination

We reserve the right to suspend or terminate your account if:

• You violate any provision of these Terms;
• We suspect fraudulent, abusive, or illegal activity;
• We are required to do so by law or regulatory authority;
• Your account is inactive for a prolonged period (as defined by our data retention policy).

5.1 Compliance with Legal Framework

MedSpace is committed to protecting the privacy and security of all data processed through the Platform. We comply with:

• The Law of Georgia "on Personal Data Protection";
• The principles of the European Union's General Data Protection Regulation (GDPR);
• Healthcare data protection standards consistent with the US Health Insurance Portability and Accountability Act (HIPAA);
• Industry-recognized information security standards, including ISO 27001 and SOC 2.

5.2 Data Roles and Responsibilities

Controller (Your Responsibilities): As the data controller, you (the Medical Institution or Healthcare Provider):

• Determine the purposes and means of processing personal data;
• Are responsible for obtaining necessary consents from patients;
• Are obligated to ensure compliance with applicable data protection laws in your jurisdiction;
• Determine what data is collected, stored, and processed through the Platform;
• Are responsible for responding to requests from patients (data subjects).

Processor (Our Responsibilities): As the data processor, MedSpace:

• Processes personal data solely on your documented instructions; Implements appropriate technical and organizational security measures; Assists you in fulfilling data protection obligations;
• Does not use patient data for any purpose other than providing the Service.

5.3 Data Ownership

All patient data, medical records, diagnostic images, and clinical information uploaded or generated through the Platform (collectively, "Client Data") remain your property and belong to you (the Medical Institution or Healthcare Provider). MedSpace claims no ownership rights over Client Data.

5.4 Security Measures

MedSpace implements industry-standard security measures, including:

• Encryption:
  • Data in transit is encrypted using SSL/TLS protocols (TLS 1.2 or higher);
  • Data at rest is encrypted using AES-256 encryption;
  • End-to-end encryption for sensitive communications.
• Access Control:
  • Role-Based Access Control (RBAC) systems;
  • Multi-factor authentication options;
  • Tenant isolation to prevent access to other users' data;
  • Audit logging of all data access and modification.
• Infrastructure Security:
  • Data is hosted in Tier III/IV data centers certified with ISO 27001 standards;
  • 24/7 physical security and monitoring;
  • Regular security assessments and Penetration testing;
  • Vulnerability management and patching programs.
• Organizational Measures:
  • Confidentiality agreements with all personnel who have access to data;
  • Regular security training for employees;
  • Incident response and disaster recovery procedures;
  • Business continuity planning.

5.5 No Guarantee of Absolute Security

While we implement comprehensive security measures, no method of transmission over the Internet or electronic storage is 100% secure. Due to the nature of the Internet and technological systems, we cannot guarantee absolute security. You acknowledge and agree to this inherent risk.

5.6 Data Breach Notification

In the event of a security incident resulting in unauthorized access, or the accidental or unlawful destruction, loss, alteration, or disclosure of personal data, MedSpace will:

• Notify you promptly, no later than 48 hours after becoming aware of the breach;
• Provide you with information concerning the nature of the breach, the affected data subjects, and potential consequences;
• Describe the measures taken or planned to address the breach and mitigate its consequences;
• Cooperate with you to fulfill any legal notification obligations you may have to regulatory authorities or affected individuals.

5.7 Cross-Border Data Transfers

Client Data may be stored and processed in data centers outside of Georgia. If data is transferred internationally, we will ensure that appropriate safeguards are in place, such as:

• Standard Contractual Clauses (SCCs) approved by relevant regulatory bodies;
• Selection of sub-processors in jurisdictions with adequate data protection laws;
• Implementation of additional security measures as required.

5.8 Sub-processors and Third Parties

MedSpace may engage third-party sub-processors (e.g., cloud infrastructure providers) to process data on our behalf. We will:

• Maintain a list of authorized sub-processors;
• Ensure all sub-processors are bound by written agreements requiring data protection standards equivalent to those in this Agreement;
• Notify you of any planned changes concerning our sub-processors, giving you the opportunity to object.

6.1 Permitted Use

You may use the Platform only for:

• Legitimate medical and healthcare purposes;
• Managing patient records and clinical data;
• Facilitating communication between healthcare providers and patients; Storing and analyzing medical imaging and diagnostic data;
• Professional medical education and training (with appropriate consents).

6.2 Prohibited Activities

You agree not to use the Platform to:

• Violate any applicable local, national, or international law or regulation;
• Infringe upon the intellectual property rights of MedSpace or any third party;
• Upload, store, or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Engage in any activity that restricts or inhibits any other user from enjoying the Platform; Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; Interfere with or disrupt the integrity or performance of the Platform or its underlying infrastructure; Attempt to gain unauthorized access to the Platform, other user accounts, or computer systems or networks connected to the Platform;
• Use any automated means (including bots, "scrapers," or "spiders") to access the Platform without our express written permission;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Platform;
• Remove, alter, or obscure any copyright, trademark, or other proprietary rights notice;
• Use the Platform to transmit any virus, malware, or other harmful code.

6.3 Image Quality Requirements

When uploading DICOM images or other medical imaging data:

• You are responsible for ensuring the quality and accuracy of the uploaded images;
• Images must meet minimum quality standards necessary for clinical interpretation and AI analysis;
• Poor quality images may lead to inaccurate AI analysis or systemic errors;
• You must ensure that images are properly anonymized if required by your privacy protocols.

6.4 Communication Standards

When using video conferencing, messaging, or other communication features:

• Communication must be for professional medical purposes only;
• Patient confidentiality must be maintained at all times;
• Use a secure, private environment for telemedicine consultations;
• Comply with applicable telemedicine regulations and standards of care in your jurisdiction;
• Obtain proper patient consent for the recording or storage of video consultations.

6.5 Compliance with Medical Standards

You agree to:

• Abide by all applicable standards of medical care, ethical guidelines, and professional regulations; Maintain all necessary licenses, certifications, and credentials required for the practice of medicine;
• Use the Platform in accordance with accepted medical practice and institutional policies; Maintain and retain appropriate medical records as required by applicable legal requirements.

7.1 MedSpace Intellectual Property

The Platform and all its components, including but not limited to:

• Software code, algorithms, and architecture;
• User interface design and graphics;
• Logos, trademarks, service marks, and trade names;
• AI models, machine learning algorithms, and training methodologies;
• Documentation, training materials, and user guides;
• Any derivative works, improvements, or modifications are the exclusive property of MedSpace or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws of Georgia, international treaties, and conventions.

7.2 Grant of Limited License

Subject to your compliance with these Terms, MedSpace grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal medical and healthcare operations during your subscription term.

7.3 License Restrictions

This license does not permit you to:

• Use the Platform for any commercial purpose outside of your own medical practice or institution; License or sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Platform;
• Modify, adapt, translate, or create derivative works based on the Platform;
• Copy, reproduce, or duplicate any part of the Platform;
• Use "frame" or "mirror" technology for any part of the Platform on any other server or website;
• Access the Platform to build a competitive product or service.

7.4 Feedback and Suggestions

If you provide MedSpace with any feedback, suggestions, ideas, or recommendations regarding the Platform ("Feedback"), you grant MedSpace a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Platform without any obligation to you.

7.5 Rights to Client Data

Nothing in these Terms grants MedSpace any ownership rights in Client Data. You retain all rights and interests in your Client Data. You grant MedSpace a limited license to store, process, and display Client Data only to the extent necessary to provide the Service.

7.6 Trademark Usage

You may not use MedSpace's trademarks, logos, or brand elements without our prior written consent. Any authorized use must comply with our brand guidelines.

8.1 Subscription Plans

MedSpace offers various subscription plans with different features, capacities, and pricing structures. The specific terms of your subscription, including pricing, billing frequency, and included features, are detailed in your Order Form or billing management panel.

8.2 Payment Obligations

You agree to pay all fees associated with your chosen subscription plan. Fees are:

• Payable in advance for the selected billing period (monthly, annually, or otherwise agreed);
• Exclusive of all applicable taxes and duties (unless otherwise explicitly stated);
• Non-refundable, except as expressly provided in our Refund Policy.

8.3 Billing and Invoicing

• Billing will occur at the beginning of each billing period;
• Payment must be made using the payment methods specified in your account;
• You authorize MedSpace to charge all accrued fees to your specified payment method;
• You are responsible for providing current, complete, and accurate billing information.

8.4 Price Changes

MedSpace reserves the right to change subscription fees. We will provide notice of any fee increases at least thirty (30) days in advance. The price change will take effect at the start of your next billing period following the notice period. Your continued use of the Platform after a price increase constitutes agreement to the new prices.

8.5 Late Payment

If payment is not received by the due date:

• Your access to the Platform may be suspended until payment is received;
• We may charge a late payment fee or interest at the maximum amount permitted by law;
• We reserve the right to terminate your account for non-payment.

8.6 Taxes

All fees include applicable taxes (including VAT, sales tax, or other similar taxes).

8.7 Subscription Cancellation

You may cancel your subscription at any time through your account settings or by contacting our billing department. Upon cancellation:

• You will retain access to the Platform until the end of your current paid billing period;
• No further charges will be incurred;
• Fees already paid for the current billing period are non-refundable (except as provided in our Refund Policy);
• You remain responsible for any outstanding balances or fees.

8.8 Data Export and Account Deletion

Upon subscription cancellation or termination:

• You will have thirty (30) days to export your Client Data from the Platform;
• After this period, your data may be deleted in accordance with our data retention policy;
• MedSpace will provide reasonable assistance with data export during this transition period.

9.1 Uptime Commitment

MedSpace commits to maintaining a monthly uptime percentage of 99.7%, as detailed in our Service Level Agreement (SLA), which is incorporated by reference into these Terms.

9.2 Scheduled Maintenance

We may perform scheduled maintenance, which may result in temporary service unavailability. We will:

• Provide notice of scheduled maintenance at least 24 hours in advance;
• Schedule maintenance during non-peak hours when reasonably possible;
• Minimize the duration of service disruption. Scheduled maintenance does not count as a breach of our uptime commitment.

9.3 Support Services

MedSpace provides technical support according to the following service levels:

• Critical Issues (Level 1): Complete system unavailability or security breach.
  • Response Time: 1 hour (24/7 availability);
  • Priority: Immediate.
• Major Issues (Level 2): Core functionality impaired (e.g., DICOM Viewer malfunction, data access issues).
  • Response Time: 4 hours (during business hours);
  • Priority: High.
• Minor Issues (Level 3): General inquiries, feature requests, or minor visual glitches.
  • Response Time: 24 hours (during business days);
  • Priority: Standard.

9.4 Service Credits

If we fail to meet the uptime commitment, you may be eligible for service credits, as specified in our SLA. Service credits are your sole and exclusive remedy for any issues related to service availability.

9.5 Support Channels

Technical support is available via:

• Email: support@radium.ge
• In-platform support ticket system;
• Phone support (for critical issues, if included in your subscription plan).

10.1 Your Warranties

You represent and warrant that:

• You have the legal authority to enter into this Agreement;
• You will use the Platform in compliance with all applicable laws and regulations;
• All information you provide to us is accurate, current, and complete;
• You possess all necessary licenses and permits for the practice of medicine and the use of medical information systems;
• You have obtained all necessary patient consents for data processing;
• Your use of the Platform will not infringe upon the rights of any third party.

10.2 MedSpace Warranties

MedSpace warrants that:

• It has the right and authority to provide the Platform; The Platform will perform substantially in accordance with its documentation;
• It will use commercially reasonable efforts to maintain the security and integrity of the Platform.

10.3 Disclaimer of Warranties

Except as expressly provided in this section, the Platform is provided "as is" and "as available," without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, MEDSPACE DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO:

• The implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Warranties regarding the accuracy, reliability, or completeness of any data or content;
• Warranties that the Platform will be uninterrupted, error-free, or secure; Warranties that defects will be corrected.

MEDSPACE DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

11.1 Limitation of Liability

To the maximum extent permitted by law, in no event shall MEDSPACE, its affiliates, officers, directors, employees, agents, or licensors be liable for any:

• Indirect, incidental, special, consequential, or punitive damages, including, but not limited to:
  • Loss of profits, revenue, or business opportunities;
  • Loss of data or information;
  • Business interruption;
  • Loss of goodwill or reputation;
  • Cost of procurement of substitute services.
• Medical Liability, including, but not limited to:
  • Medical negligence;
  • Misdiagnosis or diagnostic errors;
  • Adverse patient outcomes or injuries;
  • Treatment complications or mistakes;
  • Claims based on clinical decisions made using Platform data.

arising out of or in connection with:

• Your use of or inability to use the Platform;
• Any conduct or content of any third party on the Platform;
• Unauthorized access to or alteration of your data;
• Any AI-generated content or analysis;
• Any other matter relating to the Platform.

EVEN IF MEDSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

11.2 Cap on Liability

To the maximum extent permitted by law, MEDSPACE's total aggregate liability arising out of or related to these Terms or your use of the Platform shall not exceed the total amount of fees paid by you to MEDSPACE during the six (6) months immediately preceding the event giving rise to the claim.

11.3 Exceptions

The limitations set forth in this section do not apply to:

• Our indemnification obligations as expressly provided in these Terms;
• Liability that cannot be excluded or limited by law;
• Liability for gross negligence or willful misconduct;
• Liability for death or bodily injury caused by our negligence.

11.4 Essential Purpose

You acknowledge that the limitations of liability set forth in this section are fundamental elements of the basis of the bargain between you and MedSpace. MedSpace would not be able to provide the Platform on an economically reasonable basis without these limitations.

11.5 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless MedSpace, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

• Your use of or access to the Platform;
• Your breach of these Terms;
• Your infringement of any third party's rights, including intellectual property or privacy rights; Any claim that your "Client Data" or your use of the Platform caused harm to a third party; Any medical malpractice or negligence claim arising from your provision of healthcare services; Your failure to comply with applicable laws, regulations, or medical standards.

11.6 Indemnification Procedures

If MedSpace seeks indemnification under this section:

• We will promptly notify you in writing of the claim;
• You will have sole control over the defense and settlement of the claim;
• We will provide you with reasonable cooperation in the defense;
• You may not settle any claim without our prior written consent if the settlement imposes any obligation on MedSpace.

12.1 Term

This Agreement begins when you first access or use the Platform and continues until terminated in accordance with this section.

12.2 Termination for Convenience

Either party may terminate this Agreement:

• By providing thirty (30) days' prior written notice to the other party;
• Immediately, by mutual written agreement.

12.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days of receiving written notice;
• The other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar person appointed;
• The other party ceases to conduct business or enters into dissolution or liquidation proceedings.

12.4 Termination by MedSpace

MedSpace may suspend or terminate your access to the Platform immediately, without notice, if:

• You violate these Terms, including the "Permissible Use" provisions;
• We reasonably believe your account is being used fraudulently or for illegal purposes;
• We are required to do so by law or court order;
• You fail to pay fees when due.

12.5 Consequences of Termination

Upon termination:

• Your right to access and use the Platform immediately ceases;
• You remain responsible for all fees and charges accrued up to the termination date;
• You must immediately discontinue all use of the Platform;
• All licenses granted under these Terms immediately terminate;
• Data Handling:
  • You will have thirty (30) days from the termination date to export your Client Data;
  • After this period, MedSpace may delete all Client Data in accordance with our data retention policy; MedSpace will provide reasonable assistance with data export during the transition period.

12.6 Survival of Provisions

The following provisions survive the termination of this Agreement:

• Data protection and confidentiality obligations;
• Intellectual property rights;
• Payment obligations for services rendered prior to termination;
• Limitation of liability and indemnification;
• Governing law and dispute resolution;
• Any other provision which by its nature should survive.

12.7 Account Suspension

MedSpace may temporarily suspend your access to the Platform without terminating the Agreement if:

• You fail to pay fees when due;
• We reasonably suspect unauthorized or fraudulent use of your account;
• We need to perform emergency technical maintenance or security updates;
• Required by law or regulatory authority. We will use reasonable efforts to notify you in advance of any suspension and promptly restore access once the cause of the suspension is resolved.

14.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one party to the other, including business plans, technical data, client information, financial information, and the terms of this Agreement.

14.2 Obligations

The receiving party agrees to:

• Maintain the strict confidentiality of the Confidential Information;
• Not disclose Confidential Information to third parties without prior written consent;
• Use Confidential Information only for the purposes of this Agreement;
• Protect Confidential Information with the same degree of care it uses to protect its own confidential information (but no less than reasonable care).

14.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement;
• Was rightfully in the possession of the receiving party prior to disclosure;
• Was independently developed by the receiving party without use of the Confidential Information;
• Was rightfully received from a third party without confidentiality obligations.

14.4 Compelled Disclosure

If the receiving party is required by law or court order to disclose Confidential Information, it must:

• Promptly notify the disclosing party;
• Cooperate with the disclosing party's efforts to obtain a protective order;
• Disclose only the minimum information required.

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Georgia, without regard to its conflict of law principles.

15.2 Dispute Resolution

Negotiation: The parties agree to first attempt to resolve any dispute arising from or related to these Terms through good faith negotiations.

Jurisdiction: If negotiations fail, any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the courts of Georgia, and both parties agree to submit to the personal jurisdiction of those courts.

15.3 Entire Agreement

These Terms, along with the Privacy Policy, Data Processing Agreement, Refund Policy, and Service Level Agreement, constitute the entire agreement between you and MedSpace regarding the Platform and supersede all prior or contemporaneous agreements, understandings, and communications, whether oral or written.

15.4 Amendments

MedSpace may amend these Terms at any time by posting the revised Terms on the Platform or by providing notice to you. Material amendments will become effective thirty (30) days after notice is provided. Your continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

15.5 Waiver of Right

The waiver of any provision of these Terms shall not be deemed or constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

15.6 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be removed from these Terms, and the remaining provisions shall continue in full force and effect.

15.7 Assignment

You may not assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, without MedSpace's prior written consent. Any attempted assignment in violation of this section shall be void. MedSpace may assign these Terms without restriction.

15.8 Relationship of the Parties

Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and MedSpace. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.

15.9 Third-Party Beneficiaries

These Terms are for the benefit of the parties named herein and their permitted successors and assigns. Nothing in these Terms, express or implied, is intended to confer upon any other person any right or remedy.

15.10 Notices

All notices required or permitted under these Terms must be in writing and delivered:

• To MedSpace: Email: legal@radium.ge Address: Georgia, Tbilisi, Akaki Tsereteli Ave. 2, Office 5.
• To the Client: To the email address associated with your account. Notices are deemed received upon delivery by email (with confirmation of receipt) or three (3) business days after mailing by registered post.

15.11 Language

These Terms are executed in English. If these Terms are translated into any other language, the English version shall prevail in case of any inconsistency or conflict.

15.12 Headings

The headings of sections and subsections in these Terms are for convenience only and do not affect the interpretation of these Terms.

15.13 Counterparts

These Terms may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.