Imani Health Terms of Service

General Terms of Service

1. Introduction

These General Terms of Service (the Terms) govern access to and use of the Imani Health website, mobile applications, dashboards, telehealth services, booking services, electronic medical record features, hospital management software, payment and wallet features, pharmacy and laboratory workflows, AI-supported documentation features, provider marketplace and related services (together, the Platform).

The Platform is operated by Imani Health and Technology LLC, Imani Health Technologies Ltd, and/or their applicable affiliates, trading as Imani Health (Imani, we, us or our). The specific contracting entity may be stated in an order form, invoice, subscription plan, service agreement or other written agreement.

By accessing or using the Platform, creating an account, booking a consultation, joining an organisation workspace, subscribing to a plan, accepting an invitation, or continuing to use the Platform after these Terms are updated, you agree to these Terms and to any other terms that apply to your role.

If you do not agree to these Terms, you must not access or use the Platform.

2. Documents Incorporated by Reference

These Terms work together with the following documents, each of which is incorporated by reference where applicable:

• the Privacy Policy, which explains how Imani collects, uses, shares, retains and protects personal information;
• the Healthcare Organisation Terms, which apply to hospitals, clinics, pharmacies, laboratories, HMOs, NGOs, corporate employers, government agencies and other organisations using the Platform;
• the Medical Practitioner Agreement, which applies to doctors, nurses, pharmacists, laboratory scientists, therapists and other healthcare professionals using the Platform;
• the Data Processing Agreement, which applies where Imani processes personal data or patient data on behalf of an organisation;
• any Order Form, subscription plan, invoice, statement of work, implementation plan, service-level schedule, pricing schedule or written amendment accepted by the relevant parties.

If there is a conflict, the following order of precedence applies unless a signed agreement states otherwise: (1) signed enterprise agreement or order form; (2) Data Processing Agreement for data processing matters; (3) Healthcare Organisation Terms for organisation matters; (4) Medical Practitioner Agreement for practitioner matters; (5) these General Terms; (6) Privacy Policy.

3. Key Definitions

Account means a user account created on the Platform.

AI Features means Imani's artificial intelligence, machine learning, natural language, transcription, translation, summarisation, coding, analytics, triage-support, documentation-assistance and decision-support features.

Corporate Plan means a healthcare access plan purchased or arranged by an organisation for employees, students, members, beneficiaries, community participants or other covered persons.

Data Protection Laws means the Nigeria Data Protection Act 2023, regulations, directives and guidance issued by the Nigeria Data Protection Commission, and any other applicable privacy, confidentiality or data protection law.

Dependant means a family member, child, elderly relative, household member or other person added to a user account or plan by an authorised user.

Healthcare Organisation means any hospital, clinic, pharmacy, laboratory, diagnostic centre, HMO, insurer, employer, school, NGO, government agency or other organisation that registers for or uses the Platform.

Healthcare Professional means a licensed or regulated doctor, nurse, pharmacist, laboratory scientist, therapist, allied health worker, health assistant or other professional who provides healthcare-related services through or in connection with the Platform.

Medical Record means health and medical information recorded, uploaded, stored, processed or generated through the Platform, including demographics, allergies, vitals, notes, consultation summaries, prescriptions, laboratory orders and results, imaging, admission records, discharge information, uploaded documents and care plans.

Order Form means an online or written ordering document, invoice, subscription selection, quotation, statement of work or commercial schedule specifying applicable services, modules, fees, facilities, users, billing terms and support terms.

Patient means a person who uses the Platform to seek, receive, manage or pay for healthcare services, including through an individual, family or corporate plan.

Platform Data means operational, technical, usage, analytics, billing, audit, log and support data generated through use of the Platform.

User means any person or organisation accessing or using the Platform.

4. Eligibility and Legal Capacity

You may use the Platform only if you have legal capacity to enter into these Terms or are using the Platform through a parent, guardian, employer, organisation, healthcare provider or other authorised representative.

The Platform is not intended for independent use by persons under 18 years of age. A parent or legal guardian may add a child or dependant to an account where legally permitted and remains responsible for the accuracy of the information provided and for appropriate consent.

Where you use the Platform on behalf of an organisation, you confirm that you have authority to act for that organisation and to bind it to the applicable terms.

5. Account Registration and Security

To use certain features, you may be required to create an Account. You agree to provide accurate, current and complete information and to update that information when it changes.

You are responsible for maintaining the confidentiality of your login credentials and for all activity under your Account, except where the activity is caused by Imani's breach of its obligations. You must promptly notify Imani of any suspected unauthorised access, credential compromise, security incident or misuse of the Platform.

Imani may require identity, phone, email, professional, facility, payment or other verification before activating or continuing an Account.

6. Description of the Platform

Imani Health is a digital healthcare platform designed to support healthcare access, coordination and administration. Depending on availability, role, location, plan and configuration, the Platform may include:

• appointment booking and provider discovery;
• telehealth consultations by audio, video, chat or other supported communication channels;
• home visits and nurse wellness visits;
• Electronic Medical Records (EMR) and Hospital Management System (HMS) features;
• patient registration, encounter notes, vitals, admissions, wards, beds and discharge workflows;
• AI Scribe, transcription, translation, documentation assistance and analytics;
• pharmacy and e-prescription workflows;
• laboratory and diagnostic workflows;
• wallet, payments, invoices, refunds and subscription management;
• FamilyCare plans, dependant management and shared household access;
• corporate and group health plans;
• HMO, payer, insurance, claims or NHIA-aligned workflows where available;
• provider marketplace, verification and scheduling tools;
• dashboards, reports, analytics and administrative tools.

Imani may add, remove, suspend, modify or improve features from time to time. Some features may be subject to separate eligibility, verification, subscription, regulatory approval, technical availability or regional limitations.

Facility Offline Mode

Where enabled for a Healthcare Organisation, the Platform may include a facility offline mode that allows authorised staff to access selected HMS, PMS, EMR, appointment, billing, inventory, admission, laboratory or related workflows through an Imani-approved local facility server when internet connectivity is unavailable or degraded. Facility offline mode is intended for continuity of local facility operations and may be limited to configured modules, users, records and devices.

Data created or updated in facility offline mode may be stored temporarily on the local facility server and synchronised with Imani's cloud systems when connectivity is restored. Until synchronisation is completed, some information may be unavailable, delayed or inconsistent across cloud dashboards, patient apps, provider apps and other connected services.

Users and Healthcare Organisations remain responsible for using current clinical judgement, confirming critical information where necessary, and following local downtime, backup, security and reconciliation procedures.

7. Healthcare Services and Provider Relationship

Imani provides technology infrastructure, administrative tools and digital access channels. Unless expressly stated in a written agreement, Imani does not itself practise medicine, issue medical diagnoses, prescribe medication, operate as a hospital, or replace licensed healthcare professionals.

Healthcare services are provided by independent healthcare professionals, healthcare organisations, pharmacies, laboratories or other third-party providers. Those providers are responsible for their clinical decisions, treatment, diagnosis, prescription, professional judgement, patient communications and compliance with professional obligations.

Imani may verify credentials, facilitate bookings, process payments, host records, support communication and provide workflow tools, but verification does not guarantee the quality, suitability or outcome of any healthcare service.

8. Emergency and Urgent Care Disclaimer

The Platform is not a substitute for emergency medical care. If you believe you are experiencing a medical emergency, severe symptoms or a life-threatening condition, you should contact emergency services, go to the nearest hospital or seek immediate in-person medical assistance.

Telehealth and digital services may not be appropriate for every condition. A healthcare professional may advise you to seek in-person care, laboratory testing, imaging, emergency care or specialist referral.

9. Telehealth Consent and Limitations

By using telehealth features, you consent to receiving healthcare-related services remotely through supported technology. You understand that telehealth may involve limitations, including limitations in physical examination, device quality, internet connectivity, patient-provided information, and availability of complete medical records.

You agree to provide accurate symptoms, history, allergies, medication details, location information and other information reasonably requested for safe care. You also agree to use telehealth only in a private and safe environment where appropriate.

Telehealth sessions may be recorded, transcribed or summarised for clinical documentation where notice is provided and where consent is required by applicable law or Platform configuration.

10. Appointments, Home Visits and Cancellations

You may use the Platform to request or book appointments, consultations, home visits, nurse wellness visits, laboratory services, pharmacy services or other healthcare services. Appointment availability depends on provider schedules, location, plan, payment status and operational capacity.

Providers may accept, decline, reschedule or cancel appointments for legitimate operational, clinical, safety or availability reasons. Imani may send reminders, confirmations, care instructions or follow-up messages, but users remain responsible for attending appointments and following provider instructions.

Cancellation, no-show, refund and rescheduling rules may be stated in the applicable plan, checkout page, provider policy, order form or organisation policy.

11. Medical Records and Patient Information

The Platform may store or process Medical Records to support continuity of care, provider workflows, patient access, prescriptions, laboratory results, referrals, payments, compliance and operational reporting.

Patients may be able to access certain Medical Records through their account and may approve, decline or manage access requests where Platform functionality allows. Healthcare providers and organisations may access Medical Records only as permitted by law, patient consent, care relationship, role-based permissions, organisation policy and Platform configuration.

Medical Records may be subject to professional recordkeeping obligations, statutory retention periods, clinical safety requirements, dispute resolution, payment processing, audit obligations and legal holds. Closing an account or deleting an app does not automatically delete medical records that must be retained by Imani, a healthcare professional or a healthcare organisation.

12. Dependant and FamilyCare Features

Where the Platform allows a user to add dependants or family members, the user confirms that they have lawful authority, consent or responsibility to provide and manage the dependant's information.

A family plan or dependant feature may allow shared consultations, booking rights, health record access, payment responsibility, notifications or other household-level functionality. The plan description, checkout page or applicable terms will determine the number of covered persons, consultation frequency, validity period, billing frequency, upgrade rules, downgrade rules and expiration rules.

Parents, guardians and family account holders are responsible for ensuring that dependant information is accurate and that access is used only for lawful care coordination.

13. Payments, Wallets, Subscriptions and Billing

Imani may charge fees for consultations, subscriptions, family plans, corporate plans, HMS subscriptions, add-on modules, implementation, support, training, telehealth, AI features, wallet transactions, pharmacy orders, laboratory services or other services.

Prices may be shown in Nigerian Naira, US Dollars or another supported currency. Fees are due as stated at checkout, in the plan, in the order form, on the invoice or in a written agreement. Taxes, bank charges, payment processor fees, exchange-rate differences and other government charges may apply.

Where subscriptions renew automatically, you authorise Imani and its payment processors to charge the applicable payment method until cancelled in accordance with the applicable cancellation terms. Failed payments may result in reminders, restricted access, suspension, downgrade or termination.

Wallet balances, credits, refunds and withdrawals are subject to applicable financial, anti-fraud, identity, settlement and payment processing rules. Imani does not store complete payment-card numbers where payment is processed directly by an authorised payment processor.

14. Corporate and Group Plans

Corporate Plans may be made available to employers, schools, NGOs, HMOs, government agencies, community programmes and other organisations. Corporate Plans may include user enrolment, eligibility management, covered consultations, reporting, invoices, plan renewals, onboarding support and access rules.

An organisation purchasing or administering a Corporate Plan is responsible for identifying eligible covered persons, obtaining necessary consents, paying fees, providing accurate roster information, maintaining lawful programme rules and complying with employment, education, insurance, health and data protection obligations.

15. AI Features

AI Features are assistive tools. They may help with transcription, translation, summarisation, documentation, note drafting, triage support, coding assistance, analytics, workflow suggestions or administrative automation.

AI Features do not replace professional clinical judgement, human review, diagnosis, treatment planning or patient consent. Healthcare professionals and healthcare organisations remain responsible for reviewing, correcting and approving AI-assisted outputs before relying on them or adding them to a Medical Record.

Users must not use AI Features as the sole basis for emergency decisions, diagnosis, prescribing, treatment, clinical escalation, denial of care, insurance decisions or other high-impact decisions without qualified human review.

Imani may monitor AI Features for safety, quality, abuse prevention and improvement in accordance with the Privacy Policy, the DPA and applicable law.

16. Pharmacy, Laboratory and Diagnostic Services

The Platform may support prescription workflows, pharmacy fulfilment, medication requests, laboratory orders, test results, imaging uploads, referrals and related services.

Pharmacies, laboratories, diagnostic centres and healthcare professionals remain responsible for applicable licences, professional standards, patient counselling, dispensing, sample collection, result accuracy, test interpretation and regulatory compliance.

Patients should not rely on laboratory or pharmacy information without appropriate professional interpretation where required.

17. Provider Marketplace and Verification

Imani may allow healthcare professionals and organisations to create profiles, list services, state availability, receive bookings and communicate with patients. Imani may request licences, credentials, CAC documents, facility approvals, professional registration numbers or other verification documents.

Imani may approve, reject, suspend, hide or remove a provider profile where verification fails, information appears inaccurate, complaints are received, legal obligations require it, or the provider creates risk to patients, users or the Platform.

18. Acceptable Use

You agree not to:

• use the Platform for unlawful, harmful, fraudulent, abusive or misleading purposes;
• impersonate another person, professional or organisation;
• upload false licences, false clinical information or fraudulent identity documents;
• access, view, modify or disclose patient information without authorisation;
• share login credentials or allow unauthorised users to access your Account;
• upload malware, harmful code or content that disrupts the Platform;
• scrape, copy, harvest, reverse engineer, decompile or attempt to extract source code except as permitted by law;
• interfere with security controls, authentication, audit logs, usage limits or billing systems;
• use the Platform to send spam, harassment, threats, discriminatory content or unlawful marketing;
• misuse AI Features to generate unsafe, deceptive, discriminatory, defamatory or unlawful outputs;
• use the Platform in a way that violates healthcare, professional, pharmacy, laboratory, insurance, payment, data protection or consumer protection laws.

19. Intellectual Property

Imani and its licensors own the Platform, software, designs, trademarks, logos, domain names, databases, workflows, user interfaces, templates, AI configurations, documentation and other intellectual property made available through the Platform.

Subject to these Terms and payment of applicable fees, Imani grants users a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for authorised purposes.

Users retain ownership of information they submit, subject to the rights and licences necessary for Imani to host, process, transmit, secure, display, analyse and support that information as described in these Terms, the Privacy Policy and applicable agreements.

20. Privacy and Data Protection

Imani's Privacy Policy explains how personal information is collected, used, shared, retained and protected. By using the Platform, you acknowledge the Privacy Policy.

Where Imani processes personal data on behalf of a Healthcare Organisation, the Data Processing Agreement applies unless a signed agreement states otherwise.

21. Third-Party Services and Integrations

The Platform may integrate with third-party services, including cloud hosting, SMS, email, push notifications, maps, payment processors, video providers, identity verification providers, analytics tools, AI providers, laboratories, pharmacies, insurers, HMOs, APIs and other systems.

Third-party services may be subject to separate terms, privacy policies, availability, fees and technical requirements. Imani is not responsible for third-party acts or omissions except to the extent required by applicable law or a written agreement.

SMS/Text Messaging Program

As part of the Imani Health Notifications program, Imani may send SMS/text messages to registered users who provide a mobile phone number, including appointment confirmations and reminders, account and security notifications (such as password reset and invitation links), and other service-related updates. These messages are informational and are not used for marketing.

Message frequency varies depending on your account activity, appointments and notification preferences. Message and data rates may apply.

You can manage or disable SMS notifications at any time from your account notification settings. You may also opt out at any time by replying STOP to any message, and you will receive no further messages from that number. Reply HELP for help, or contact us at support@imanimed.com or +1 (346) 332-7376.

22. Service Availability and Changes

Imani aims to provide a reliable Platform but does not guarantee uninterrupted, error-free or always-available service unless a specific service level is stated in an applicable order form or enterprise agreement.

Access may be interrupted by maintenance, upgrades, security incidents, internet failure, third-party outages, provider unavailability, force majeure or other events outside Imani's reasonable control.

Imani may modify, improve, suspend or discontinue features where necessary for security, compliance, product improvement, operational efficiency or business reasons.

Facility Offline Mode Availability

Facility offline mode does not guarantee uninterrupted access if the local server, local network, power supply, device, browser cache, storage, configuration or facility infrastructure fails. Imani may provide tools for local continuity, synchronisation, monitoring and conflict review, but each Healthcare Organisation remains responsible for maintaining its own local operating environment unless a separate signed agreement states otherwise.

Synchronisation may be delayed, retried, rejected or paused where records conflict, references cannot be matched, a device is not registered, security checks fail, or the receiving cloud service is unavailable. Users should not rely on facility offline mode as the sole record of care until synchronisation status has been reviewed.

23. Disclaimers

To the maximum extent permitted by law, the Platform is provided on an as is and as available basis. Imani does not warrant that the Platform will meet every user's requirements, prevent every clinical error, identify every risk, be uninterrupted, or be free from all defects.

Nothing in these Terms excludes liability that cannot be excluded under applicable law.

24. Limitation of Liability

To the maximum extent permitted by law, Imani will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, including loss of profit, loss of revenue, loss of goodwill, loss of anticipated savings, business interruption, reputational harm or loss of data, except where such limitation is prohibited by law.

For paid services, Imani's aggregate liability arising out of or relating to the Platform will not exceed the fees paid by the relevant user or organisation to Imani for the affected service during the three months before the event giving rise to the claim, unless a separate signed agreement states otherwise or applicable law requires a higher amount.

25. Indemnity

You agree to indemnify and hold Imani, its affiliates, officers, directors, employees, contractors and agents harmless from claims, losses, liabilities, damages, costs and expenses arising from your misuse of the Platform, breach of these Terms, violation of law, violation of third-party rights, unauthorised access to patient information, clinical negligence, professional misconduct, fraudulent activity or inaccurate information you provide.

26. Suspension and Termination

Imani may suspend or terminate access to the Platform where a user breaches applicable terms, fails verification, fails to pay fees, creates security or patient-safety risk, violates law, misuses data, infringes rights, or exposes Imani or other users to legal or operational risk.

Users may stop using the Platform at any time, subject to applicable payment, retention, medical record, corporate plan and data processing obligations.

Termination does not affect accrued rights, payment obligations, confidentiality obligations, data retention obligations, limitation of liability, indemnity or provisions that by their nature should survive.

27. Governing Law and Dispute Resolution

Unless a signed agreement states otherwise, these Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles.

The parties will first attempt to resolve disputes through good-faith negotiation. If unresolved, disputes may be referred to mediation or arbitration in Abuja, Nigeria, under applicable Nigerian arbitration law, unless urgent injunctive relief, regulatory action or debt recovery requires court proceedings.

28. Changes to These Terms

Imani may update these Terms from time to time. Material changes will be notified through the Platform, website, email or other reasonable means. Continued use of the Platform after the effective date of updated Terms constitutes acceptance.

29. Contact

Questions about these Terms may be sent to:

Email: support@imanimed.com Phone: +1 (346) 332-7376 USA Address: 19239 Midnight Glen Dr. Houston, Texas 77329 Nigeria Address: SF-B17 Mall of Dubai, Plot 158, Gimbiya Street, Garki Area 11, Abuja

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