Terms and Conditions

Software Services Agreement

Last Updated: February 8, 2026

These Terms and Conditions constitute a legally binding agreement between the individual software solutions provider and the client healthcare facility, laboratory, or medical center regarding the provision and use of software solutions.

By accessing, downloading, installing, or using the Software, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions. If the Client does not agree, the Client must not use the Software.

1. Definitions

2. License Grant and Restrictions

2.1 Limited License

Subject to the Client's compliance with this Agreement and payment of all applicable fees, the Service Provider grants the Client a non-exclusive, non-transferable, revocable, limited license to access and use the Software solely for the Client's internal business purposes.

2.2 Restrictions

The Client shall not:

3. Fees and Payment

3.1 Fees

The Client agrees to pay all fees specified in applicable quotations, invoices, or service agreements. Fees are non-refundable unless expressly stated otherwise.

3.2 Payment Terms

Payments must be made within the specified invoice period. Late payments may incur interest at 2% per month or the maximum permitted by law. Services may be suspended or terminated for non-payment.

3.3 Taxes

All fees exclude applicable taxes. The Client is responsible for all applicable taxes except taxes based on the Service Provider’s income.

4. Software Delivery and Implementation

4.1 Delivery

Delivery timelines are estimates only. The Service Provider is not liable for delays.

4.2 Client Cooperation

The Client shall provide all necessary cooperation and resources. Delays caused by the Client shall not be attributed to the Service Provider.

5. Support and Maintenance

5.1 Support Services

Support may be provided on a reasonable-efforts basis without guarantee of resolution.

5.2 Updates and Upgrades

Updates may be provided at the Service Provider’s discretion. Support for older versions may be discontinued at any time.

6. Client Obligations and Responsibilities

7. Representations and Warranties

7.1 Client Representations

The Client represents that it has authority to enter this Agreement and will comply with applicable laws.

7.2 Disclaimer of Warranties

The Software is provided as is and as available without warranties of any kind. The Service Provider disclaims warranties of merchantability, fitness, non-infringement, accuracy, reliability, uninterrupted operation, security, or error-free performance.

8. Limitation of Liability

8.1 Maximum Aggregate Liability

The Service Provider’s total liability shall not exceed the fees paid in the twelve months preceding the claim.

8.2 Exclusion of Consequential Damages

The Service Provider shall not be liable for indirect, incidental, consequential, punitive, or third-party damages including loss of data, profits, business interruption, patient harm, or regulatory penalties.

8.3 Specific Disclaimers

The Service Provider shall not be liable for data errors, client decisions, staff training failures, credential compromise, system incompatibility, third-party service failures, or client regulatory violations.

9. Medical and Professional Disclaimer

The Software is a business and data management tool only and does not replace medical judgment. All clinical decisions remain the responsibility of qualified professionals.

10. Indemnification

The Client agrees to indemnify and hold harmless the Service Provider from claims arising from misuse, legal violations, data inaccuracies, regulatory non-compliance, or third-party claims.

11. Intellectual Property Rights

11.1 Service Provider IP

All Intellectual Property in the Software remains the exclusive property of the Service Provider.

11.2 Client Data

Client Data remains the property of the Client. The Service Provider may process it solely to provide the Services.

12. Confidentiality

Both parties shall maintain confidentiality of non-public information for five years after termination.

13. Term and Termination

13.1 Term

This Agreement begins on the Effective Date and continues until terminated.

13.2 Termination for Convenience

Either party may terminate with thirty days’ notice.

13.3 Termination for Breach

Immediate termination may occur for uncured material breach.

13.4 Effect of Termination

Upon termination, use ceases, fees become due, and data may be returned or deleted as per law.

13.5 Survival

Key provisions survive termination.

14. Force Majeure

Neither party is liable for failures caused by events beyond reasonable control.

15. Compliance with Laws

15.1 General Compliance

The Client is solely responsible for legal and regulatory compliance.

15.2 Regulatory Disclaimer

The Service Provider does not warrant regulatory compliance for the Client’s use case.

16. Export Controls

The Client shall comply with all applicable export laws.

17. Assignment

The Client may not assign without consent. The Service Provider may assign freely.

18. Independent Contractors

The parties are independent contractors.

19. No Third-Party Beneficiaries

This Agreement creates no rights for third parties.

20. Amendments and Modifications

Terms may be modified with notice. Continued use constitutes acceptance.

21. Waiver

Failure to enforce rights does not constitute waiver.

22. Severability

Invalid provisions do not affect remaining provisions.

23. Entire Agreement

This Agreement and the Privacy Policy constitute the entire agreement.

24. Governing Law and Jurisdiction

This Agreement is governed by the laws of India. Courts located in India have exclusive jurisdiction.

25. Notices

Notices shall be delivered personally, by confirmed email, or registered mail.

26. Contact Information

Medmarks
No.897/e, 3rd floor, next to income tax department,Koramangala 6th block, Bangalore, 560034
Email: support@medmarks.in

By using the Software, the Client confirms acceptance of these Terms and acknowledges the opportunity to seek independent legal advice.