This document is an electronic record in terms of the Indian Information Technology Act, 2000, as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

These ‘API Service Agreement’ (hereinafter referred to as the “Agreement”) constitute legal agreement between you, being a Person legally competent to enter into a contract under the applicable laws (hereinafter referred to as the “User”) and DOCTORVAHINI PRIVATE LIMITED, a User incorporated under the laws of India, having its registered office at 307, Second Floor, Ashirwad Enclave I.P Extension, Patparganj, New Delhi-110092 (hereinafter referred to as “User”, which expression shall, unless repugnant to the context to meaning thereof, mean and include its successors and permitted assigns) in relation to terms and conditions for use of APIs provided by the Company via the software based electronic platform in form of a website and a mobile application (“Platform”) owned and operated by the Company. 

The User’s access and use of Platform shall be governed by the Agreement. You also represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the User you work for, you represent to us that you have legal authority to bind that entity. 

User and Company shall hereinafter be collectively referred to as “Parties” and individually referred to as “Party”.


  1. The Company is inter alia engaged in the business of providing healthcare services including but not limited to healthcare information in regional languages, teleconsultation, medicine delivery and diagnostic services directly or via its partners.
  2. The Company shall provide User with teleconsultation and medicine delivery services via API to the User as per booking made by the User on User’s Website or Application (as defined hereinafter).
  3. The Parties are now desirous of recording their understanding in relation to the rights and obligations of the Parties and enter into this agreement.


  1. DEFINITIONS AND INTERPRETATION - The following capitalized terms, wherever used, shall have the meanings assigned hereunder:
    1. Applicable Law” includes all statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders, requirement or other governmental restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, of any Indian government, statutory authority, tribunal, board, court having jurisdiction over the matter in question.
    2. Application” shall mean and include mobile application or website operated by the User, which can be accessed on mobile phone or other electronic devices.
    3. Confidential Information” shall mean and include all proprietary and confidential information or data of the Parties exchanged between the Parties during the negotiation and in this Agreement, whether in writing, electronically or orally which by its very nature should obviously be treated as secret and confidential by a reasonable business person and which the Parties desire to protect against unrestricted disclosure or competitive use (including, without limitation, any information provided pursuant to any of the provisions of this Agreement.). However, “Confidential Information” shall not include any information which:
      1. was previously known by the receiving Party, as evidenced by its business records; or
      2. is lawfully in the public domain, other than through a breach of this Agreement;
      3. was disclosed to the receiving Party by a third party without any restrictions on its use or disclosure, provided the third party is not itself in breach of any obligations of confidence with respect to such information;
      4. is independently developed by the receiving Party, as evidenced by its business records;
      5. is authorized by a third party with the right to do so; 
      6. is compelled by law, provided the disclosing Party provides the other Party with prompt notice of any efforts to compel disclosure and reasonably co-operates with other Party’s lawful attempts to prevent disclosure or to obtain a protective order.
    4. E-Consultancy” shall mean online consultancy services being offered by various registered medical practitioners for which the Lead has placed an order.
    5. Intellectual Property” shall mean and include any patent, trademark, product mark, copyright, moral right, design right, trade secrets or inventions, trade or business names, domain names, marks and devices, know-how and all other intellectual or industrial property, capable of protection in any relevant country of the world.
    6. Lead” shall mean the customer of the User on whose behalf an order has been placed for E-Consultancy with the Company.
    7. Services” shall mean and include the services like teleconsultation, medicine API / data feed, medicine delivery.
    8. Serviced Users” would mean the Users or beneficiaries of the User who avails the Services.
    9. Transaction amount” shall mean the amount paid by the User for the Services or payable by User.
    10. Users” shall mean the users of the Website or Application as per the Terms of Use provided on the Website and Application.
    11. Terms of Use” shall mean the ‘Terms of Use’ of the Website or Application as the case may be, which are published therein by User. 
    12. Website” shall mean web page with URL operated by User which can be accessed through any electronic devices.
  2. SCOPE - 
    1. This arrangement is a tie-up between the Parties wherein the Company shall provide the Services for the leads generated on the Platform (including but not limited to Application or Website) by Users who wish to avail the Services. 
    2. Placement of request for Services: The User Platform’s APIs shall interact with the Company’s APIs to transmit the User’s requirements in order to avail Services. All the Services shall be provided in accordance with terms and conditions mentioned in the terms of use and privacy policy of the Company. However, the terms and conditions mentioned in the terms of use and privacy policy of the Company shall not be binding on the User.
    3. The Company agrees and understands that any reports, prescriptions or any other information generated from the Serviced User’s use of the Services shall be considered to be the Confidential Information of the Company and shall, subject to applicable law and the User’s consent, duly shared with the User under this engagement. 
  3. OBLIGATIONS OF THE COMPANY - Obligations of the Company are enumerated as below:
    1. Services performed by the Company shall be performed in a good and workmanlike manner by licensed, qualified and properly trained personnel (including without limitation all the doctors rendering teleconsultation services);
    2. Company shall not breach or default under law as applies to the industry in which the Company operates.
    3. The Company shall be responsible for complying with all Applicable Laws and for ensuring that any personnel of Company’s affiliates/ contractors engaged by the Company shall comply with the Applicable Law.
    4. Company comply with all Applicable Laws, and the terms mentioned herein, for providing the Services. User shall not be responsible for notifying any such change to the Company and Company retains the sole responsibility to comply with all changes to the Applicable Laws.
    5. The Company will be solely responsible to verify the name and other details of the Serviced Users prior to rendering Services.
    6. The User understands that the quality of the Services (teleconsultation) provided by the Company shall be dependent upon the information and feedback provided by the User and remains subject to such limitations.
    7. The Service (teleconsultation) is subject to certain inherent limitations that may impact the diagnosis and treatment to certain extent. The User acknowledges and understands the said limitations and relieves the User from any claims or liabilities.
    8. The Company will provide up to date results in Medicine data feed / API. 
    1. The User will pass the information provided by the User on an “as-is” basis.
    2. The User will pass the prescription & consultation provided by the doctor on an “as-is” basis. The User will not store patient’s data without explicit approval by the patient.
    3. The User will make an API request for data and not store/cache the fetched data in any form.
    4. The User will clearly show myUpchar logo with a link that can take user to myUpchar website at all times. If the User uses myUpchar Medicine API, link from every product page (on web, app or any other digital or offline medium) needs to clearly display myUpchar name as a source with a link to the myUpchar product page in the API.
    1. In consideration of the Services to be provided by the Company to the User, the User shall pay to the Company such fee / consideration as per the payment terms set out in Annexure to this Agreement. 
    2. All such fee/consideration shall be exclusive of applicable taxes and the same shall be paid extra by the User to the Company. Late payments: (i) will bear interest at a rate of 1.5% per month, or the maximum rate allowed by applicable law; and/or (ii) may result in the withholding or suspension of the Services
    1. Personal Information/User Data of the User or the Serviced User shall mean any information that is collected for the purpose of identification of the User or for providing the Services under the Agreement, including but not limited to User’s name, phone number, e-mail address, age, date of birth, medical prescriptions, medical reports, test reports etc. Both the Parties must ensure to collect, use and disclose the said information in accordance with their respective privacy policies in compliance with all Applicable Laws. Both the Parties mutually agree to collect, use and disclose such Personal Information only as per Applicable Laws and regulations, including but not limited to the Information Technology (Amendment) Act, 2008, Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and amendments thereof and rule, regulations & guidelines under the Telecom Regulatory Authority of India or any other legal enactment dealing with protection of Personal Information and data under this agreement.
    2. Company warrants that any personal data received from the User or User shall be processed lawfully. The Company represents that it shall implement and maintain reasonable security practices and procedures (including, without limitation, managerial, technical, operational and physical security control measures) designed to protect Personal Data. 
    3. The Company shall process the Personal Data solely for the performance of the Services under the Agreement or as per the Company’s privacy policy or as per User’s consent and authorization. The Company shall not retain Personal Data for longer than is reasonably required for the performance of Services or as per the Company’s privacy policy or as per User’s consent and authorization, provided however, one copy of such Personal Data shall be retained by the Company for compliance purposes. 
  7. REPRESENTATIONS AND WARRANTIES - Both the Parties hereby represents and warrants to each other that:
    1. They have full power and authority to execute, deliver and perform this Agreement;
    2. The signing of this Agreement on its behalf has been duly authorized in accordance with constituent documents;
    3. They are duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization; 
    4. This Agreement constitutes each Party’s legal, valid and binding obligation enforceable against them in accordance with the terms hereof; 
    5. This Agreement does not conflict with any of the other existing contracts/MOU/agreements of the Parties.
    6. They have complied with the Applicable Laws, rules, regulations for the time being in force and amendments thereof and have procured necessary permits, licenses, approvals with regard to the performance of the Agreement.
    7. That the representations, warranties, covenants and undertakings in this Agreement are true and shall remain true, accurate and complete in all respects whatsoever during the term of the Agreement; 
    1. Nothing in this Agreement shall constitute or be construed as the acquisition of any legal or moral right by either Party to the Intellectual Property of the other Party and the Parties undertake, declare and acknowledge that the ownership and title to the Intellectual Property of the Parties shall remain vested with the respective Parties and neither Party shall have right, title or interest therein. The Parties agree that they have no rights, title or interest in any of the Intellectual Property dealt by the other Party in any capacity and is only entitled to the use of the same strictly/expressly as provided in this Agreement. The parties shall not commit any act and/or omission which may cause an infringement to the other Party’s Intellectual Property rights. It shall be the responsibility of the parties to ensure that none of its employees, agents or representatives causes any infringement of the rights of the other Party.
    1. Both the Parties agree to hold in strict confidence all terms of this Agreement and all information regarding each other obtained pursuant to the negotiation and under this Agreement and neither Party shall disclose any such information to any other person without the express written consent of the other Party save to the extent that such disclosure is required by law or by any authority or court or is in public domain. No such consent shall constitute a waiver of the right of confidentiality conferred hereunder but shall be limited strictly to its terms. 
    2. Each Party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing Party; (b) it shall not use Confidential Information of the other Party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other Party to any third party, except to its employees, officers, contractors, agents and partners ("Permitted Persons").It shall provide only such Confidential Information as is necessary to perform its functions under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information. The Confidential Information is disclosed by the disclosing Party to the receiving Party on an as-is basis. The receiving Party shall use the disclosing Party’s Confidential Information only for the purposes of fulfilling its obligations under this Agreement. The obligations under this clause are to remain in effect in perpetuity and will exist and continue in force and effect notwithstanding termination of this Agreement any reason whatsoever. The Parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the disclosing Party.
    1. The User shall indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives and its affiliates from and against any and all losses, damages, claims, fines, fees, penalties, interest obligations (including expenses of litigation) suffered or incurred by the them, as a result of, arising from, or in connection with or relating to any matter inconsistent with, or any breach or inaccuracy of any representation, warranty, covenant or agreement made by the User.
    2. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the liability of the Company under this Agreement, whether in tort or contract (including for breach of warranty, negligence and strict liability in tort, exceed the amount of fees actually received by the Company from the User for the user in the 12 months immediately preceding the month in which such claim or liability arises.
    3. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree and acknowledge that tele-consultation services have certain limitations and any report, prescription or document generated pursuant to such services should not be considered to be a substitute for face-to-face/ physical consultation and the advice provided therein is strictly based upon the information/ data provided by Serviced User. 
    1. The Parties have agreed that the term of this Agreement will commence from the date of registration by the User on the Company’s platform and will remain in effect until terminated. Either Party shall be able to terminate this Agreement as per the terms provided in this Agreement.
    2. Either Party shall have the right to terminate this Agreement by providing 30 (thirty) days advance written notice to the other Party without being liable to assign any reason for the same in writing. In case of any breach of the terms of this Agreement, either Party may give 15 (fifteen) days’ advance written notice to the other Party to rectify such breach. If the defaulting Party fails to rectify such breach within the notice period, then the other Party may terminate this Agreement with immediate effect. 
    3. The Parties agree that post termination of this Agreement, each of the Parties shall dissociate themselves from the other and all material, literature, co-branding materials (if any), Intellectual Property and /or any other confidential information obtained during the subsistence of this Agreement shall be forthwith returned or destroyed if cannot be returned.
    4. The User agrees that upon the termination of agreement, they will remove all the data obtained from myUpchar from their website / app in any format. User will promptly delete all product pages created using myUpchar Medicine API / data feed, failing which they will pay Rs. 1 crore per month as penalty and 18% annual interest. Any legal fees borne by the Company to enforce the agreement will also be paid by The User.
    1. This Agreement shall be governed by the laws of India.
    2. In the event of any dispute, difference of any kind, claims and questions whatsoever between the Parties hereto in connection with, or arising out of, or in relation to, this Agreement, including any dispute regarding its interpretation, breach, termination or validity, the Parties hereto shall promptly and in good faith negotiate with a view to its amicable resolution and settlement.  In case, no amicable resolution or settlement is reached within a period of 30 (thirty) days from the date on which dispute or difference arose, then such dispute or difference shall be referred to a Sole Arbitrator appointed mutually by both the Parties in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat/venue of arbitration shall be Delhi and the language of Arbitration will be English.
    3. Subject to the provisions of arbitration above, the courts of Delhi shall have exclusive jurisdiction with respect to any dispute arising out of or in connection with this Agreement. 
    1. Entirety: This Agreement together with the Annexures attached hereto shall constitute the entire Agreement and agreed understanding between the Parties and supersedes all other mutual understandings, accord and agreements, irrespective of their form between the Parties in relation to matters set out herein.
    2. Severability: The provisions of this Agreement are severable and the unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision hereof. In addition, in the event that any provision of this Agreement (or portion thereof) is determined by a court of competent jurisdiction to be unenforceable, it is the mutual understanding of the Parties that such provision (or portion thereof) shall to the extent equitable, be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under Applicable Law.
    3. Force Majeure:  In the event that either Party to this Agreement is unable to perform its obligations (except payment obligations), in whole or in part, hereunder or to enjoy any of its benefits because of any event affecting the performance of any provision in this Agreement arising from or attributable to acts, events, omissions, or accidents which are beyond the reasonable control of a Party including but not be limited to acts of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm, lock-outs or industrial action, or failure or shortage of power supplies, lockdown or pandemic situation then in such case the affected Party shall be excused from performing their obligations during the subsistence of the force majeure condition subject to informing the same to the opposite Party as soon as possible but not later than 15 (fifteen) days from the date of the occurrence of the force majeure event. The same shall not be considered as the breach of the Agreement and both the Parties shall consult together to find a mutually acceptable solution. Furthermore, if it becomes impossible to perform their obligations under this Agreement due to the continuation of the force majeure event for more than 90 (ninety) days, either Party may terminate this Agreement upon written notice to the other. 
    4. Notice: Notices will be issued on formal communication channels as mutually decided between the Parties. 
    5. Amendment: No part of this Agreement shall be amended unless and until the same is reduced in writing and signed by both the Parties.
    6. Assignment: Neither Party shall have the right to assign any part of this Agreement to any other third party at any point of time without obtaining the written consent of the other Party. Any such assignment, without consent of the other Party, shall be deemed to be in contravention of this Agreement and in such event the other Party shall have the right to terminate the agreement with immediate effect, without limiting to its rights to claim damages for such unauthorized assignment.
    7. Waiver: No failure by a Party to take any action with respect to a breach of this Agreement or a default by any other Party shall constitute a waiver of the former Party's right to enforce any provision of this Agreement or to take action with respect to such breach or default or any subsequent breach or default. Waiver by any Party of any breach or failure to comply with any provision of this Agreement by a Party shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of or failure to comply with any other provision of this Agreement, unless any such waiver has been consented to by the other Parties in writing.
    8. Survival: Any provision of this Agreement, which contemplates performance or observance subsequent to termination or expiration of this Agreement,
    9. Relationship: The relationship between the Parties shall be on principal to principal basis.
    10. Non-Disparagement: Neither Party shall, directly or indirectly, make or cause to be made any disparaging, denigrating, derogatory or other negative, misleading or false statement orally or in writing to any person or on any platform or on any medium, about the other Party or its Services and business.
    11. Counterparts:  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 


Fees and Payment Terms

  1. E-Consultation for GP – Rs. 60 + tax
  2. E-Consultation for Specialist – Rs. 150 + tax
  3. One Time Payment – Rs. 25,000.
  4. User is encouraged to join myUpchar Affiliate Program to earn commission from use of Medicine API.

General T&C:

  1. Payment shall be made by the User within 15 days from the date of such invoice.
  2. Any other terms and conditions as mutually agreed between the Parties in writing or over email.