This Software License Agreement ("License") governs your use of all proprietary software, APIs, models, libraries, documentation, and related materials (collectively, the "Software") provided by Medaino Healthcare Private Limited ("Medaino", "Licensor"). By installing, accessing, or otherwise using the Software, you ("Licensee") agree to be bound by this License.
1. Grant of License
Subject to Licensee's full compliance with this License and payment of applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for Licensee's internal business purposes during the subscription term specified in the applicable order form.
2. Restrictions
Licensee shall not, and shall not permit any third party to:
- Copy, modify, translate, or create derivative works of the Software, in whole or in part.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or algorithms of the Software, except to the limited extent applicable law expressly prohibits such restriction.
- Sell, rent, lease, lend, sublicense, distribute, or otherwise transfer the Software or any rights under this License.
- Use the Software to build a competitive product or service, or to benchmark or scrape its outputs for that purpose.
- Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software.
- Use the Software in any manner that violates applicable laws, including healthcare, data protection, and export control laws.
3. Ownership
The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. Except for the limited license expressly granted herein, no rights are granted to Licensee by implication, estoppel, or otherwise.
4. Updates and Support
Licensor may, in its sole discretion, provide updates, upgrades, or new versions of the Software. Such updates are part of the Software and subject to this License. Support is provided in accordance with the applicable order form or service-level agreement.
5. Confidentiality
The Software constitutes Licensor's confidential and proprietary information. Licensee shall protect the Software using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care.
6. Third-Party Components
The Software may include third-party open-source components subject to their own license terms. A list of such components and their licenses is available upon request from agarwals2610@gmail.com. Nothing in this License limits Licensee's rights under any applicable open-source license.
7. Warranty Disclaimer
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SOFTWARE IS NOT INTENDED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY LICENSEE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
9. Term and Termination
This License remains in effect for the subscription term unless terminated earlier in accordance with the applicable order form or these terms. Licensor may terminate this License immediately upon written notice if Licensee materially breaches any provision and fails to cure within thirty (30) days. Upon termination, Licensee shall cease all use of the Software and destroy or return all copies in its possession.
10. Governing Law
This License shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles. The courts of New Delhi shall have exclusive jurisdiction over any dispute arising under or in connection with this License.
11. Entire Agreement
This License, together with any applicable order form, terms of service, and privacy policy, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous understandings.
12. Contact
For licensing enquiries, contact:
Medaino Healthcare Private Limited
Plot No.-5 5A G/F Kh. No. 53/2, Gopal Nagar Phase-II,
P-Block, Surakpur Road, Najafgarh, New Delhi-110043, India
Email: agarwals2610@gmail.com