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Service Agreement & Terms & Conditions

Effective Date: March 21, 2026  ·  Last Revised: April 1, 2026

ZERAPHOS, INC.

SERVICE AGREEMENT AND TERMS & CONDITIONS

Effective Date: March 21, 2026

Last Revised: April 1, 2026

Incorporated in the State of Delaware, United States of America

THIS SERVICE AGREEMENT AND TERMS & CONDITIONS ("Agreement") is a legally binding instrument between Zeraphos, Inc., a corporation duly incorporated under the laws of the State of Delaware, United States of America ("Zeraphos", "We", "Us", or "Our"), and the individual accessing, registering for, or availing Services through the Zeraphos platform ("You", "User", or "Member"). By accessing the Platform or subscribing to any Care Plan, You unconditionally accept and agree to be bound by this Agreement in its entirety. If You do not agree, You must immediately cease use of the Platform and Services. This Agreement shall be read together with Zeraphos's Privacy Policy, which is incorporated herein by reference.

PART I: DEFINITIONS

The following terms are used throughout this Agreement:

Beneficiary or Care Recipient — The elderly or dependent family member residing in India for whom You have subscribed to Zeraphos Services.

Care Coordination Manager (CCM) — Your dedicated Zeraphos point of contact who manages all service requests, coordinates CareMate visits, and keeps You informed through the Platform.

CareMate — A vetted and credentialed independent care professional (nurse, caregiver, or trained care companion) in our network who visits and cares for your Beneficiary at their home in India.

Care Plan — The written description of your subscribed services, including visit frequency and scope of care, as agreed between You and Zeraphos.

Network Provider — Any third-party individual or organization (such as a home nursing agency, diagnostic laboratory, transport operator, or clinical specialist) engaged by Zeraphos to fulfill a service request that falls outside the CareMate network.

Platform — The Zeraphos website, mobile application, and all associated digital tools through which Services are accessed and delivered.

Services — All care coordination, wellness monitoring, on-demand specialist support, concierge coordination, and related services offered by Zeraphos through the Platform.

Subscription — A recurring, fee-based Care Plan under which You receive Plan-Included Services for a defined period.

PART II: OUR SERVICES

Zeraphos is a tech-enabled care coordination platform. We are not a hospital, clinic, nursing agency, or licensed medical provider. Our role is to coordinate and facilitate care for your family member in India through our network of CareMates and trusted service partners.

A. What's Included in Your Care Plan

Depending on your subscribed plan, Zeraphos coordinates the following services for your Beneficiary:

B. On-Demand Specialist Services

Need something beyond your plan? Your CCM can arrange specialist services on request. These are charged separately and only confirmed after you approve the quoted cost. Services available include:

Every on-demand request follows a quote-first process: your CCM checks the ground rate, adds a Zeraphos coordination fee, and proceeds only after you confirm. No surprise charges.

C. Concierge and Day-to-Day Coordination

We can also help with non-medical support for your Beneficiary, including:

Same as above — quote first, you approve, we arrange. Charges include ground cost plus a Zeraphos coordination fee.

D. How We Fulfill Services

Your CCM is your coordinator. When you make a request, your CCM identifies the right CareMate or provider from our network and arranges the visit. All billing and communication stays with Zeraphos regardless of who delivers the service on the ground.

Where a request cannot be fulfilled through our CareMate network — due to availability, specialization, or geography — we engage a Network Provider. In those cases, Zeraphos's role is coordination only. The Network Provider is responsible for delivering the service. We will always relay any care updates or reports from the Network Provider to you through the Platform.

PART III: CONSENT AND AUTHORIZATION

A. Your Consent

By subscribing to Zeraphos, you confirm that:

B. Beneficiary Consent

Before we begin any services, Zeraphos obtains a separate signed consent from your Beneficiary in India. This covers care delivery, health data collection, and sharing of care updates with you. If your Beneficiary withdraws consent at any time, we will notify you and pause services accordingly.

C. Health Data and Research

Zeraphos collects longitudinal health and care data through the Platform in the course of service delivery. This data is central to our mission of improving elder care outcomes.

Anonymized and aggregated health and care data collected through the Platform may be utilized by Zeraphos and its authorized partners for service improvement, development of AI-assisted predictive and preventive health tools, and collaborative research initiatives directed at advancing the understanding, prevention, and management of health conditions affecting elderly populations. Zeraphos reserves the right to enter into data partnerships with third-party organizations for such purposes, provided that no personally identifiable information shall be disclosed without the explicit consent of the data principal. The User's acceptance of this Agreement constitutes acknowledgment that such use of de-identified data serves the broader public interest and is a condition of access to the Platform and Services.

D. Data Storage

Personal and health data of Beneficiaries is stored on secure cloud infrastructure located within India, in compliance with applicable provisions of the Digital Personal Data Protection Act, 2023 (India) and associated rules as notified from time to time.

PART IV: YOUR ACCOUNT AND RESPONSIBILITIES

To use Zeraphos, you need a verified account and an active Care Plan. When you sign up, you agree to:

Zeraphos reserves the right to refuse registration or suspend any account at its sole discretion where inaccurate information has been provided or this Agreement has been breached.

PART V: SUBSCRIPTION, PRICING, PAYMENT, AND CANCELLATION

A. Subscription Fees

Care Plan fees are as published on the Platform at the time of subscription and are denominated in United States Dollars (USD), payable in advance of each service period. Zeraphos reserves the unilateral right to revise Care Plan pricing at any time, subject to the provision of reasonable advance notice to the User prior to the application of any such revision to an active Subscription. The User's continued access to or use of the Services following the effective date of any pricing revision shall constitute irrevocable acceptance thereof. Zeraphos shall bear no liability for any inconvenience arising from such revision.

A1. One-Time Service Payments

In addition to Subscription-based Care Plans, Zeraphos offers the Pilot Visit as a one-time, standalone service available to prospective Users prior to or independently of any Subscription. The following terms shall govern one-time service payments in respect of the Pilot Visit:

B. On-Demand and Concierge Service Charges

All On-Demand Specialist Services and Concierge and Ancillary Services shall be subject to a prior written or digital quotation, presented by the User's designated CCM, comprising the applicable ground service charge and a Zeraphos coordination fee. No such service shall be initiated, arranged, or confirmed absent the User's prior explicit approval of the quoted amount. Charges in respect of approved On-Demand and Concierge Services are non-refundable upon rendition of the relevant service, irrespective of outcome or satisfaction.

C. Payment, Authorization, and Chargebacks

All payments are processed through Zeraphos's designated third-party payment gateway. Zeraphos does not retain, store, or have independent access to the User's payment card details. Subscription to a Care Plan constitutes the User's standing authorization for the recurring debit of the nominated payment instrument in accordance with the applicable Subscription terms. Zeraphos shall not be liable for failed, declined, or erroneous transactions arising from bank authorization failures, card restrictions, insufficient funds, or payment infrastructure failures beyond Zeraphos's reasonable control.

In the event of a chargeback initiated by the User or the User's financial institution without prior notification to or agreement with Zeraphos, the User shall be unconditionally obligated to cooperate fully with any verification, dispute, or investigation process initiated by Zeraphos or its payment processor. All bank charges, gateway fees, administrative costs, and any other expenses incurred by Zeraphos as a direct or indirect consequence of such chargeback shall be recoverable from the User as a debt due and immediately payable.

D. Cancellation and Refund Policy

All requests for cancellation must be submitted in writing to care@zeraphos.com. The following refund framework shall govern all cancellations:

No concurrent application of promotional offers shall be permitted. Promotional pricing applies exclusively to new subscribers unless otherwise expressly stated. Zeraphos reserves the right to withdraw, modify, or refuse any promotional offer at any time without prior notice or liability.

One-Time Pilot Visit — Cancellation and Refund

The following refund framework shall apply exclusively to the one-time Pilot Visit service, in addition to and independently of the Subscription cancellation provisions set out above:

PART VI: INDEPENDENT CONTRACTORS, NETWORK PROVIDERS, AND PLATFORM LIABILITY

A. Nature of Engagement and Contractual Characterization

Zeraphos operates as a technology-enabled care coordination intermediary that facilitates, through its designated Care Coordination Managers, the placement and deployment of credentialed care professionals and service providers within its curated network. Each CareMate admitted to the Zeraphos network is engaged and deployed in the capacity of an independent care professional and shall not, by reason of such engagement or deployment, be deemed to be an employee, servant, agent, partner, or legal representative of Zeraphos or any of its affiliates for any purpose whatsoever, whether under contract, statute, or common law.

Network Providers engaged for the fulfillment of On-Demand Specialist Services or Concierge and Ancillary Services are independent entities constituted and operating pursuant to their own contractual, professional, and statutory obligations. The coordination and facilitation of services through such Network Providers by Zeraphos shall not be construed as the assumption of any supervisory, managerial, or principal capacity in respect of such providers, nor shall it give rise to any agency, employment, or fiduciary relationship between Zeraphos and such Network Providers.

B. Vicarious Liability and Attribution

The independent legal capacity and professional accountability of each Care Professional and Network Provider engaged through the Platform shall, for all purposes under this Agreement and applicable law, be deemed to preclude the attribution of vicarious, joint, or several liability to Zeraphos in respect of any act, omission, conduct, default, negligence, or breach arising in the course of or incidental to service delivery. The User hereby irrevocably waives any right to assert claims against Zeraphos on the basis of vicarious liability, respondeat superior, or any analogous legal doctrine in connection with the independent conduct of any CareMate or Network Provider.

Without prejudice to the foregoing, the User expressly acknowledges and agrees that:

C. Site of Service Delivery — User Obligations and Warranties

The User hereby warrants and covenants that the premises at which Services are to be rendered shall, at all material times, constitute a reasonably safe, accessible, and suitable environment for the performance of the agreed Services. The User further warrants that the conduct of all persons present at the premises during the course of any service visit shall not impede, obstruct, or render unsafe the performance of Services by the deployed CareMate or Network Provider.

In the event that conditions at the site of service delivery are reported to or determined by Zeraphos to be materially inconsistent with the warranties set forth in this clause, Zeraphos shall be entitled, without prejudice to any other right or remedy available to it, to withdraw the relevant Care Professional, suspend ongoing Services, and terminate this Agreement forthwith, without incurring any liability or refund obligation to the User.

D. Network Vetting, Credentialing, and Deactivation

Zeraphos maintains a structured process for the screening, identity verification, and credentialing of Care Professionals prior to their admission to the Zeraphos network. Such vetting constitutes a reasonable precautionary measure undertaken in good faith and shall not be construed as a warranty or representation by Zeraphos as to the ongoing conduct, character, or competence of any CareMate subsequent to onboarding. The User acknowledges that the existence of such vetting procedures does not give rise to any assumption of liability by Zeraphos for the independent acts or omissions of Care Professionals deployed through the Platform.

The Platform incorporates a mechanism through which Users may report concerns pertaining to the conduct or performance of any CareMate or Network Provider. Upon receipt and review of any such report, Zeraphos reserves the right, at its sole discretion, to suspend or permanently deactivate the relevant Care Professional or Network Provider from the Platform. The exercise of such discretion shall not be construed as an admission of liability, nor shall it create any obligation on the part of Zeraphos to disclose the outcome of any internal review to the reporting User.

E. Non-Solicitation Covenant

The User undertakes, as a material condition of this Agreement, not to directly or indirectly engage, retain, solicit, contract, or otherwise procure the services of any CareMate or Network Provider introduced through the Zeraphos Platform, whether for remuneration or otherwise, for a period of twelve (12) calendar months following the termination or expiry of the User's active Subscription, absent the prior written consent of Zeraphos. Any breach or threatened breach of this covenant shall entitle Zeraphos to seek injunctive or other equitable relief without the requirement of establishing actual damage, in addition to any other remedy available at law or in equity.

PART VII: HEALTHCARE DISCLAIMER AND CLINICAL LIMITATIONS

Zeraphos does not hold itself out as, nor shall it at any time be construed to be, a medical institution, licensed healthcare provider, clinical establishment, hospital, or nursing agency under any applicable law or regulation. CareMates deployed through the Platform are trained care companions and wellness coordinators; they are not licensed physicians, registered medical practitioners, or clinical professionals authorized to diagnose, prescribe, administer medical treatment, or render any service constituting the practice of medicine under applicable Indian law.

The User irrevocably acknowledges, represents, and warrants that:

Zeraphos shall employ commercially reasonable efforts to escalate health concerns or emergencies reported through the Platform to relevant parties. Notwithstanding the foregoing, Zeraphos shall not incur any liability for any delay, failure, inadequacy, or consequence arising from telecommunications disruptions, network failures, traffic or road conditions, environmental factors, or any other circumstance beyond Zeraphos's reasonable control.

PART VIII: DURATION, SUSPENSION, AND TERMINATION

This Agreement shall remain operative and binding for the duration of the User's active Subscription and shall, subject to the provisions of this Part, terminate automatically upon the expiry of such Subscription without further notice.

The User may elect to terminate this Agreement at any time by submitting a written cancellation request to care@zeraphos.com, subject to the refund framework prescribed under Part V(D) hereof. Such termination shall take effect upon Zeraphos's acknowledgment of the cancellation request.

Zeraphos shall be entitled, at its sole and absolute discretion and without incurring any liability to the User, to suspend or terminate this Agreement and the User's access to the Platform with immediate effect and without prior notice, upon the occurrence of any of the following events:

Termination of this Agreement, howsoever occasioned, shall not operate to extinguish any payment obligations that have accrued prior to the effective date of termination. All provisions of this Agreement that by their nature are intended to survive termination, including without limitation the provisions relating to limitation of liability, indemnification, data use, confidentiality, intellectual property, non-solicitation, and governing law and jurisdiction, shall continue in full force and effect notwithstanding such termination.

PART IX: LIMITATION OF LIABILITY AND INDEMNIFICATION

A. Exclusion and Limitation of Liability

To the fullest extent permissible under applicable law, Zeraphos, together with its officers, directors, shareholders, employees, agents, and authorized representatives, shall not be liable to the User, the Beneficiary, or any third party, whether in contract, tort, negligence, strict liability, statute, or otherwise, for any loss, damage, cost, expense, or claim of whatsoever nature arising out of or in connection with:

Nothing herein contained shall be construed to exclude or restrict Zeraphos's liability for death or personal injury caused by the proven gross negligence of Zeraphos, or for fraudulent misrepresentation made by Zeraphos.

Without prejudice to the foregoing exclusions, in all cases where Zeraphos's liability is not fully excluded by operation of law, the aggregate liability of Zeraphos to the User arising under or in connection with this Agreement shall not exceed the total Subscription fees paid by the User to Zeraphos during the three (3) calendar months immediately preceding the event giving rise to the relevant claim.

B. User Indemnification

The User shall, at its own cost and expense, unconditionally defend, indemnify, and hold harmless Zeraphos, its officers, directors, shareholders, employees, agents, CareMates, and their respective successors and assigns from and against any and all claims, demands, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

PART X: FORCE MAJEURE

Neither Zeraphos nor any Network Provider shall be held in breach of this Agreement or otherwise liable to the User or the Beneficiary for any failure or delay in the performance of their respective obligations hereunder, to the extent that such failure or delay is directly or indirectly caused by, arises from, or is attributable to any event, circumstance, or cause beyond the reasonable control of the affected party, including without limitation acts of God, floods, earthquakes, cyclones, or other natural disasters, epidemic, pandemic, or public health emergency, acts of war, terrorism, civil commotion, insurrection, or rebellion, governmental orders, sanctions, or regulatory action, failure or unavailability of telecommunications, internet, or power infrastructure, or any other event that could not reasonably have been anticipated, mitigated, or overcome by the exercise of reasonable diligence.

PART XI: CONFIDENTIALITY AND DATA GOVERNANCE

Each party undertakes to hold in strict confidence, and to refrain from disclosing, reproducing, or utilizing for any purpose other than the performance of its obligations under this Agreement, all proprietary, commercially sensitive, operational, and personal information disclosed by or on behalf of the other party in connection herewith, including without limitation health data, care protocols, visit reports, pricing structures, operational methodologies, platform architecture, and business strategies. These obligations of confidentiality shall constitute a continuing obligation and shall survive the expiry or termination of this Agreement for a period of five (5) years or such longer period as may be required by applicable law.

The collection, processing, storage, and transfer of personal data and special categories of health data in connection with the Services are governed by the Zeraphos Privacy Policy, which is incorporated into this Agreement by reference and is accessible at zeraphos.com/privacy-policy. In the event of any conflict between the provisions of this Agreement and the Privacy Policy with respect to data processing matters, the Privacy Policy shall prevail.

PART XII: INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights subsisting in or arising from the Platform, including without limitation all software, source code, interfaces, algorithms, databases, trademarks, service marks, trade names, logos, brand elements, content, visual design, and any other proprietary material forming part of or accessible through the Platform, are and shall remain the exclusive property of Zeraphos, Inc. and are protected under applicable intellectual property, trademark, and copyright laws of the United States of America, India, and such other jurisdictions as may be applicable.

Nothing in this Agreement shall be construed as conferring upon the User any licence, right, title, or interest of any nature whatsoever, whether express, implied, or by estoppel, in or to any intellectual property of Zeraphos. The User is strictly prohibited from reproducing, copying, adapting, modifying, translating, distributing, reverse engineering, decompiling, disassembling, creating derivative works from, or commercially exploiting any element of the Platform or its content, in whole or in part, without the prior express written consent of Zeraphos.

PART XIII: GENERAL PROVISIONS

A. Amendments

Zeraphos reserves the unilateral right to amend, revise, supplement, or replace any provision of this Agreement at any time and without prior consent of the User. Notice of material amendments shall be communicated to the User by electronic mail or through the Platform. The User's continued access to or use of the Platform or Services following the effective date of any amendment shall constitute the User's irrevocable and unconditional acceptance of the Agreement as amended. It shall be the User's responsibility to periodically review the Agreement for updates.

B. Severability

In the event that any provision of this Agreement is held by a court, arbitral tribunal, or other authority of competent jurisdiction to be illegal, invalid, void, or unenforceable in whole or in part under any applicable law, such provision shall be deemed severed from this Agreement to the minimum extent necessary to render it enforceable, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, provided that the essential commercial bargain of the Agreement is not materially altered.

C. Waiver

No act or omission of Zeraphos in failing to exercise or enforce any right, remedy, or power under this Agreement on any occasion shall be construed as a waiver of such right, remedy, or power, nor shall it operate as a bar to the exercise or enforcement thereof on any subsequent occasion. No waiver by Zeraphos shall be effective unless made expressly and in writing signed by an authorized representative of Zeraphos.

D. Entire Agreement

This Agreement, together with the Privacy Policy and any applicable Care Plan documentation, constitutes the entire agreement between the parties with respect to its subject matter and supersedes and extinguishes all prior negotiations, representations, warranties, understandings, and agreements, whether written or oral, relating to such subject matter. The User acknowledges that it has not relied upon any representation or warranty not expressly set out in this Agreement.

E. Assignment and Novation

Zeraphos may, without the prior consent of the User, assign, transfer, charge, or otherwise deal with all or any of its rights and obligations under this Agreement in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets. The User may not assign, transfer, or sub-contract any of its rights or obligations under this Agreement without the prior written consent of Zeraphos, and any purported assignment in contravention of this clause shall be null and void.

PART XIV: GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

This Agreement, and all contractual and non-contractual matters arising out of or in connection with it, including questions concerning its existence, validity, formation, interpretation, performance, breach, or termination, shall be governed by and construed in all respects in accordance with the laws of India, without regard to its conflict of laws principles.

Subject to the dispute resolution mechanism set out herein, the courts of competent jurisdiction situated at Kerala, India shall have sole and exclusive jurisdiction to hear, adjudicate, and determine any dispute, claim, difference, or controversy arising out of or in relation to this Agreement, the Services, or any matter connected therewith.

In the event of any dispute or difference between the parties arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, the parties shall first endeavour in good faith to resolve such dispute through mutual negotiation within a period of thirty (30) days from the date on which either party serves written notice of the dispute upon the other. In the event that the parties fail to resolve the dispute through negotiation within the said period, the dispute shall, upon mutual written agreement of the parties, be referred to and finally resolved by binding arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996 (India), as amended from time to time. The seat of arbitration shall be Kochi, Kerala, India, and the language of arbitration shall be English.

PART XV: CONTACT AND NOTICES

All notices, requests, and formal communications under this Agreement must be in writing and addressed to Zeraphos at:

General Inquiries: hello@zeraphos.com

Care Services and Coordination: care@zeraphos.com

Legal and Compliance: legal@zeraphos.com

Privacy and Data: privacy@zeraphos.com

Platform: zeraphos.com

Zeraphos, Inc. | Incorporated in the State of Delaware, United States of America

Zeraphos, Inc. | Your eyes. Your hands. Their home.