1. Acceptance of Terms

These Terms of Use (“Terms”) govern your access to and use of the Impilo platform, websites, mobile applications, portals, interfaces, APIs, support services, and related services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

If you use the Services on behalf of an organization, you represent that you are authorized to bind that organization.

2. Eligibility

You may use the Services only if you are legally capable of entering into a binding agreement or are otherwise authorized by a parent, guardian, employer, institution, healthcare provider, or other lawful authority.

3. Nature of the Services

Impilo provides a digital platform and related technical tools to support healthcare delivery, care coordination, digital interactions, communications, workflows, referrals, records access, and related health system and organizational functions.

Unless expressly stated otherwise in writing, Impilo does not itself provide medical diagnosis, treatment, emergency response, nursing care, pharmacy services, or professional clinical advice.

The Services are not a substitute for emergency services. In an emergency, users should contact the appropriate emergency provider or local emergency number.

4. Accounts and Access

To use certain features, you may need to create an account or be assigned access by a provider or institution.

You agree to:

• Provide accurate information
• Keep your credentials confidential
• Promptly update inaccurate information
• Use only accounts assigned to you or lawfully created for you
• Notify us promptly of unauthorized access or suspected security incidents

You are responsible for activity conducted through your account unless caused by our breach of duty or security failure.

5. Acceptable Use

You agree not to:

• Use the Services unlawfully or fraudulently
• Impersonate another person or entity
• Access data or accounts without authorization
• Interfere with the operation or security of the Services
• Upload malicious code, harmful content, or unlawful material
• Scrape, reverse engineer, or exploit the Services except as permitted by law or written agreement
• Use the Services to harass, abuse, deceive, or harm others
• Violate any law, professional obligation, confidentiality duty, or rights of another person

6. Provider and Institutional Responsibility

Each healthcare professional, provider, organization, payer, employer, or other institution using the Services remains independently responsible for:

• Compliance with applicable privacy, data protection, health-information, and public-health laws
• Obtaining any required consents, authorizations, or lawful bases
• Providing required notices to users
• Configuring and managing access appropriately
• Maintaining clinical, professional, and recordkeeping standards
• Ensuring lawful and appropriate use of information in its own operations

Impilo provides the Platform and related safeguards, but is not responsible for the independent acts, omissions, decisions, misconduct, or unlawful processing of third-party providers, organizations, or users beyond Impilo’s own role and legal obligations.

7. Consent to Electronic Communications

By using the Services, you consent to receive electronic communications from us relating to the Services, your account, security matters, support, policies, and operational updates.

8. Privacy

Your use of the Services is also governed by the Impilo Privacy Policy, which forms part of these Terms.

9. User Content

You may submit, upload, transmit, or store content through the Services (“User Content”). You retain rights you may have in your User Content, subject to the rights necessary for us to operate the Services.

You grant us a limited, non-exclusive, revocable, and lawful right to host, process, transmit, display, and otherwise use User Content solely as necessary to provide, secure, maintain, support, and improve the Services and to comply with law.

You are responsible for ensuring that you have the rights and authority to provide any User Content you submit.

10. Intellectual Property

The Services, including software, interfaces, branding, text, graphics, design, and underlying technology, are owned by or licensed to Impilo and are protected by intellectual-property and other laws.

Except as expressly permitted, these Terms do not grant you any right, title, or interest in the Services or our intellectual property.

11. Third-Party Services and Integrations

The Services may interoperate with or link to third-party applications, systems, devices, content, or services. Impilo does not control and is not responsible for third-party offerings except to the extent required by law or contract in relation to our own role.

Your use of third-party services may also be subject to separate terms and privacy policies.

12. Availability and Changes

We may modify, update, suspend, or discontinue any part of the Services at any time, with or without notice, subject to applicable law and contractual commitments.

We do not guarantee that the Services will always be available, uninterrupted, or error-free.

13. Disclaimers

The Services are provided on an “as is” and “as available” basis to the maximum extent permitted by law.

To the fullest extent permitted by law, we disclaim warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, or uninterrupted operation.

We do not warrant that the Services will meet every user requirement, that every error will be corrected, or that outputs generated through the Services will always be complete, clinically appropriate, or legally sufficient without human review where such review is required.

14. Limitation of Liability

To the fullest extent permitted by law, Impilo and its affiliates, officers, employees, licensors, partners, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, data, or business opportunity arising out of or relating to the Services.

To the fullest extent permitted by law, Impilo shall not be responsible for the independent acts, omissions, policies, disclosures, instructions, clinical decisions, professional judgments, data governance failures, unlawful processing, or misconduct of third-party providers, organizations, institutions, or users.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

15. Indemnity

To the extent permitted by law, you agree to indemnify and hold harmless Impilo and its affiliates, officers, employees, licensors, and agents from claims, liabilities, damages, losses, and expenses arising from your misuse of the Services, your breach of these Terms, your violation of law or third-party rights, or your User Content or unauthorized use of data.

This clause does not apply to the extent a claim arises from our own unlawful conduct or non-excludable liability.

16. Suspension and Termination

We may suspend, restrict, or terminate access to the Services if:

• You breach these Terms
• We reasonably suspect fraud, abuse, or unauthorized access
• We are required to do so by law, regulation, court order, or public authority
• Such action is necessary to protect the security, integrity, or lawful operation of the Services

You may stop using the Services at any time. Account deletion and data deletion are addressed in the Privacy Policy and applicable implementation rules.

17. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of Zimbabwe, without regard to conflict-of-laws principles, unless another mandatory legal framework applies.

Any dispute arising from these Terms or the Services shall be resolved in the courts or tribunals of Zimbabwe, unless applicable law requires another forum or unless the parties agree otherwise in writing.

18. Changes to These Terms

We may update these Terms from time to time. Where required, we will provide notice by publication, in-app notice, email, or other reasonable means. Continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms, except where law requires additional consent.

19. Contact Information

For legal notices, support, or questions about these Terms, contact: