Terms of Service

These Terms of Service ("Terms") govern your access to and use of the InDate inventory management platform and related services (the "Service") provided by InDate Systems LLC, a Texas limited liability company ("InDate," "we," "us," or "our"). By creating an account, accessing, or using the Service, you and the organization you represent ("Customer," "you," or "your") agree to be bound by these Terms. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

1. The Service

InDate provides a cloud-based perpetual inventory management platform designed to help organizations track medical and operational supplies, including quantities on hand, locations, lot numbers, and expiration dates. The Service is a recordkeeping and workflow tool. Specific features may change over time as the Service evolves.

2. Service Limitations and Customer Responsibility

The Service reflects the information that you and your users enter, import, or scan into it. It does not observe your physical inventory and cannot independently confirm what is actually present on a shelf, in a vehicle, or in a supply room.

Accordingly, you acknowledge and agree that:

(a) The Service is a supplement to, not a replacement for, your own inventory controls. You remain solely responsible for independently verifying the actual presence, quantity, condition, and expiration status of any supply before it is used, dispensed, or relied upon.

(b) The Service does not provide medical, clinical, or regulatory advice and must not be used as the sole basis for any patient-care, clinical, dispensing, or safety decision. Nothing in the Service replaces the professional judgment of qualified personnel or your organization's own protocols.

(c) You are responsible for regulatory compliance. You remain responsible for compliance with all laws, regulations, accreditation standards, and internal policies applicable to your organization, including those governing the storage, handling, expiration, and documentation of medical supplies and controlled substances.

(d) Data accuracy depends on your inputs. The accuracy and completeness of the information in the Service depends on the accuracy of the data entered by your users and the barcodes, labels, and source data you scan or import. InDate is not responsible for inaccurate records that result from incorrect, incomplete, or outdated inputs.

(e) The Service may be unavailable. The Service may experience downtime, interruptions, or delays. You should maintain reasonable contingency procedures so that a temporary loss of access to the Service does not compromise your operations.

3. Accounts and Registration

To use the Service, you and your authorized users must create accounts and provide accurate registration information. You are responsible for maintaining the confidentiality of account credentials, for all activity that occurs under your accounts, and for ensuring that your users comply with these Terms. Notify us promptly of any unauthorized use of your account.

4. Acceptable Use

You agree not to:

• Use the Service in violation of any applicable law or regulation;
• Access or attempt to access the Service by any means other than the interfaces we provide, or attempt to probe, scan, or breach the security of the Service;
• Interfere with or disrupt the integrity or performance of the Service, or the data of any other customer;
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law;
• Resell, sublicense, or make the Service available to third parties outside your organization except as expressly permitted in writing; or
• Upload or transmit malicious code or content that infringes the rights of others.

5. Customer Data and Ownership

Your data is yours. As between the parties, you retain all right, title, and interest in the data you and your users enter, upload, or generate through the Service ("Customer Data"). You grant InDate a limited, non-exclusive license to host, process, transmit, and display Customer Data solely as necessary to provide and maintain the Service, to prevent or address technical or security issues, and as otherwise permitted in these Terms and our Privacy Policy.

We may use aggregated and de-identified data (data that does not identify you, your organization, or any individual) to operate, improve, and develop the Service.

6. Prohibited Data / Protected Health Information

The Service is intended for supply and inventory data. You agree not to upload, enter, or transmit Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act (HIPAA), or other individually identifiable patient health information, into the Service unless InDate has agreed in writing to a Business Associate Agreement (BAA) with you. Absent a signed BAA, InDate is not acting as a business associate, and you are responsible for ensuring that no PHI is introduced into the Service.

7. Fees, Payment, and Taxes

Access to the Service is provided under the subscription plan, license, or order agreed between you and InDate. Unless otherwise stated in a separate written agreement:

• Fees are billed in advance on the cycle stated in your order and are non-refundable except as required by law or expressly provided in a separate agreement.
• Fees are exclusive of applicable taxes. You are responsible for any sales, use, or similar taxes associated with your subscription, except for taxes based on InDate's net income. Where applicable, InDate will collect and remit sales tax as required by law, and tax-exempt customers must provide a valid exemption certificate.
• If any amount is past due, we may suspend the Service after providing reasonable notice.

8. Term and Termination

These Terms remain in effect while you use the Service. Either party may terminate a subscription in accordance with the terms of the applicable order. You may stop using the Service at any time.

We may suspend or terminate your access if you materially breach these Terms and fail to cure the breach within a reasonable period after notice, or immediately if required to protect the security or integrity of the Service.

Upon termination, your right to use the Service ends. For a period of thirty (30) days following termination, we will make Customer Data available for export upon request, after which we may delete it in the ordinary course, subject to any legal retention obligations and our backup cycles. Sections that by their nature should survive termination (including Sections 2, 5, 6, 9, 10, 11, and 13) will survive.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INDATE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INDATE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE DATA WITHIN IT IS ACCURATE, COMPLETE, OR RELIABLE FOR ANY PARTICULAR PURPOSE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) IN NO EVENT WILL INDATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) WITHOUT LIMITING SECTION 2, INDATE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM PATIENT CARE, CLINICAL, DISPENSING, OR SAFETY DECISIONS, OR FROM ANY RELIANCE ON THE SERVICE AS A SUBSTITUTE FOR INDEPENDENT VERIFICATION OF PHYSICAL INVENTORY.

(c) INDATE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO INDATE FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

11. Indemnification

You agree to indemnify and hold harmless InDate and its officers, members, and employees from and against any third-party claims, damages, liabilities, and reasonable expenses (including reasonable attorneys' fees) arising out of your use of the Service in violation of these Terms, your Customer Data, or your violation of any law or the rights of a third party.

12. Modifications

We may modify the Service or these Terms from time to time. If we make material changes to these Terms, we will provide reasonable notice (for example, by email or through the Service). Your continued use of the Service after the changes take effect constitutes acceptance of the revised Terms.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The parties agree that the exclusive venue for any dispute arising out of or relating to these Terms or the Service will be the state or federal courts located in Texas, and each party consents to the jurisdiction of those courts.

14. General

These Terms, together with any order or separate written agreement between the parties, constitute the entire agreement regarding the Service. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce any provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

15. Contact

Questions about these Terms may be directed to: