Please read this EULA carefully before downloading or using the Powerful Medical mobile application (“Application”), Powerful Medical web application or otherwise accessing or using Powerful Medical subscription services (“Subscription Services”). Please note that (i) if you are located in the United States, you are entering into this EULA with Powerful Medical Inc. and (ii) if you are located outside the United States, you are entering into this EULA with Powerful Medical s.r.o. (each as applicable referred to as “PM”). This EULA governs your use of the Subscription Services which includes the use of the Application made available to you as an authorized user through a hospital or health care facility’s existing agreement governing such Subscription Services (“Customer Agreement”) or, (ii) in the absence of the Customer Agreement as individual healthcare professional. To the extent that this EULA conflicts with the Customer Agreement, the terms of this EULA will apply to you. Your use of the Subscription Services indicates your consent to this EULA. 

1. License.  Subject to acceptance of this EULA and always in compliance with this EULA, we grant you a non-exclusive, non-transferable license to use the Subscription Services. You represent and warrant that you will only use the Subscription Services utilising either (i) Medical Device Modules (mean technology modules that are registered medical devices that have been cleared by the U.S. Food and Drug Administration, the European Medicines Agency or another applicable authority to be marketed for commercial purposes within the applicable territory) and/or (ii) Research Modules (mean technology modules that are for Investigational Use only) (or in case the Customer Agreement is concluded, Medical Device Modules and Research Modules shall have the meaning attributed to them in the Customer Agreement) only if you are a medical specialist with the requisite clinical expertise to use the Application and the Subscription Services. 
2. Instructions for Use. The current version of the instructions for use (“Instructions for Use”) is available to you and can be accessed through the Subscription Services. You are allowed to use the Subscription Services only in compliance with the then-current effective version of Instructions for Use, with the sole exception of when certain modules don’t have applicable instructions for their use.
3. Usage Restrictions.  You agree you will not, nor will you encourage others or assist others to, (a) modify, translate, reverse engineer, decompile, disassemble, or create any derivative works based on the Subscription Services; (b) circumvent any user limits, or other timing, use, or functionality restrictions built into the Subscription Services; (c) remove any proprietary notices, labels, or marks from the Subscription Services; (d) frame or mirror any content forming part of the Subscription Services; (e) access the Subscription Services in order to (i) build a competitive product or service, or (ii) copy any ideas, modules, functions, or graphics of the Subscription Services; (f) use PM’s intellectual property rights (or any related or similar logos or trademarks of PM) for your benefit or (g) use the Subscription Services in a way that is prohibited by the Instructions for Use. You agree you will (z) at all times protect your login credentials and not log in using login credentials of others, nor obtain or collect login credentials of others, (y) not use the Subscription Services in life supporting or sustaining systems, nor in ECG-monitoring and/or alarm devices, (x) always use the Application in compliance with the Instructions for Use. Moreover, specifically in relation to the service account utilizing API access, you agree that you will not (a) frame, distribute, resell, or permit access to the APIs by any third party other than as allowed by the features and functionality of the Subscription Services; (b) interfere with, disrupt, or gain unauthorized access to the service account or API keys; (c) transfer to the service account or API access or otherwise use on the API any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the service account or the API. You are responsible for ensuring that your use of the Subscription Services complies with all applicable laws, statutes, regulations and rules. You will not use the Subscription Services except in compliance with this EULA. You agree that you will not use or encourage others to use the Subscription Services in a way that could harm or impair others’ use of the Subscription Services.  
4. Your Access. PM reserves the right to suspend or terminate your access to the Subscription Services at any time (i) based on the status of your account under the Customer Agreement (e.g. Customer exceeded usage allowance or is in breach of the obligations thereof), (ii) if you violate this EULA in any way (iii) based on PM’s sole discretion, if in its opinion your continuous access to the Subscription Services may have a potential negative effect on PM, or (iv) in case there is no Customer Agreement concluded, based on PM’s sole discretion. You understand that if your account is suspended or terminated, you will no longer have access to the content that is stored within the Subscription Services. 
5. Investigational Use. If the Application or other part of the Subscription Services is labelled as “Investigational Use Only” or similar on the user interface of the Subscription Services or associated documentation, you acknowledge that the relevant part of the Subscription Services is for investigational use only and should not be used in clinical diagnosis, patient management, or an investigation that is not exempt from 21 CFR part 812 or exempt under the such other applicable laws and regulations, in particular Regulation (EU) 2017/745 of the European Parliament and of the Council of 5 April 2017 on medical devices. 
6. Retained Rights. PM retains all right, title, and interest in the Subscription Services, including all copies thereof in any form or medium, whether now known or existing or hereafter developed, and further including all pricing methodologies, models, programs, analytical tools, algorithms, software tools and related methodologies, its copyrights, patents, trade secrets, trademarks or trade names therein. Except to the extent granted herein, you acquire no rights in any of the foregoing. 
7. Content. The information you enter into the Subscription Services, including files you upload and messages you enter, are referred to as your “Content”.  We don’t control, verify, monitor or endorse the Content that you or others put on the Subscription Services.  You are responsible for (a) all Content you place in the Subscription Services and (b) making sure that you have all the rights you need to the Content.  In addition, by storing, using or transmitting Content you shall not violate any law or this EULA or any rights of a third party.  You agree to provide PM (as well as agents or service providers acting on its behalf to provide the Subscription Services) the right to transmit, process, use and disclose Content and other information which we may obtain as part of your use of the Subscription Services but only: (i) as necessary for us to provide the Subscription Services, (ii) as otherwise permitted by this EULA or the Customer Agreement, (iii) as otherwise required by law, regulation or order, or (iv) to respond to an emergency.  
8. Feedback.  You are under no obligation to provide any feedback to PM in relation to the Subscription Services, or any other PM offering, and to the extent that you do provide such feedback you do so voluntarily. You agree that any feedback or ideas you provide to us regarding the Application, Subscription Services, or any other offerings of PM or any suggested improvements thereto (together, “Feedback”) will be the exclusive property of PM and upon disclosure of the Feedback, you grant to Powerful Medical an exclusive, sublicensable, perpetual, irrevocable, royalty-free, worldwide license for the full unhindered use of the Feedback. For the avoidance of any doubts, such use shall include, but not be limited to, reproduction, adaptation, translation, modification, transformation, and development of derivative works of, public display, public performance, sublicensing, making available and distribution of the Feedback and any derivative works. To the extent you own any rights in the Feedback, you agree to assign and hereby do assign to us all right, title and interest in and to the Feedback. You agree to perform all acts reasonably requested by us to perfect and enforce such rights. We will reimburse you for direct out of pocket costs incurred in complying with our requests, which are reasonable and approved by PM in advance. 
9. Copyright. PM respects the intellectual property and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or this EULA and reserve the right to disable and/or terminate the account(s) of violators. If you believe there has been a violation of your copyright, please contact legal@powerfulmedical.com or contact us by mail at the following address: (i) if you are located in the United States – 7th floor, 33 West 17th Street, New York, NY, USA or (ii) if you are located outside the United States – CBC I, Karadičova 8/A, 821 08, Bratislava, Slovak Republic . 
10. Third-Party Services. The Subscription Services may be integrated with third-party applications and services (“Third Party Services”). Your access to and use of any Third Party Services, if any, including any goods, software, services or information made available from those Third Party Services, is governed by the terms and conditions applicable to those Third Party Services. Third Party Services are not owned or operated by PM in any way. YOUR USE OF THIRD PARTY SERVICES IS AT YOUR OWN RISK. PM MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, EQUITY, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SERVICES. 
11. Data. You acknowledge that PM is continually improving, adjusting, and testing the Application. You grant PM a non-exclusive, perpetual, irrevocable license to use, reproduce, distribute, display and modify any data, including Content, you enter into the Subscription Services (“Data”) in order to (i) deliver the Subscription Services to you and (ii) modify, adjust, test or improve the Application and the Subscription Services and any algorithms, models or methods used to offer, operate, test, or design the Application or the Subscription Services. PM may use (i) de-identified Personal Data (i.e., data which does not allow an identification of the individual, including a patient) and (ii) aggregated Data with the data of other users where the identification of any particular user cannot be ascertained (“De-Identified Data”) training of its models, benchmarking, product improvement, development of new products, scientific research purposes, for internal operations, including troubleshooting, data analysis, testing, research, for statistical purposes and for improving the quality of Subscription Services, or for any other lawful purpose. 
12. You acknowledge and accept that PM may notify you about various matters such as new product features, updates or maintenance and may conduct end user satisfaction surveys via the Application.  
13. Privacy. In order to operate and provide the Subscription Services and the Application, PM may collect certain information about you or about other individuals, such as patients (“Personal Data”). PM uses and protects that information in accordance with the applicable PM Privacy Policy (a current version of which can be found at https://www.powerfulmedical.com/legal/general-privacy). If you use any Third Party Services, PM may pass information about you to the Third Party Services for the purposes of provision of the Subscription Services. Personal Data may in some instances include “Protected Health Information” as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or “data concerning health” as defined in Article 4 (15) of the Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data  (“GDPR”) (together just “PHI”). Processing of PHI is governed either by the HIPAA Business Associate Agreement (“BAA”) or by the GDPR Data Processing Agreement (“DPA”) (as applicable) concluded between the Customer and PM. In case there is no Customer Agreement (i.e. no Business Associate Agreement nor Data Processing Agreement is concluded), such PHI provided by the User to PM for processing will be governed by the User DPA available here, or in case the User is located in the United States or the User and/or PHI is otherwise subject to HIPAA, User BAA available here. The User DPA (applicable in case there is no Customer Agreement and you’re not located in the United States) governs also the processing of other types of Personal Data in relation to which you are deemed a controller and PM is deemed a processor (both as defined under GDPR).
14. Confidentiality. You acknowledge that in connection with this EULA, and Subscription Services, you have access to PM’s proprietary and confidential information including the Application itself and any associated documentation (“Confidential Information”). You agree that (i) all items of Confidential Information are proprietary to PM and will remain its sole property; (ii) you will only use Confidential Information for the purposes described herein; (iii) you will not reproduce Confidential Information; (iv) you will hold in confidence and protect Confidential Information from dissemination as if it were your own confidential information; and (v) you will return or destroy all Confidential Information that is in your possession upon termination or expiration (as the case may be) of this EULA. Unless terminated otherwise, this EULA is considered to be terminated or expired  (i) at the same time the Customer Agreement (or the relevant order form concluded under the Customer Agreement whereby the Service has been ordered) is terminated or expired, or (ii) in the absence of the Customer Agreement, when your account for the Subscription Services is deleted. Notwithstanding the foregoing, the provisions of this Section will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed or becomes publicly available or enters the public domain through no fault of you; (b) is rightfully communicated to you by persons not bound by confidentiality obligations with respect thereto; (c) is already in your possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (d) is independently developed by you. 
15. NO WARRANTY. THE APPLICATION, SUBSCRIPTION SERVICES, AND DOCUMENTATION ARE MADE AVAILABLE TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND. PM SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PM DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES, DOCUMENTATION, OR ANY OTHER INFORMATION, MATERIALS AND/OR DATA PROVIDED UNDER THE EULA WILL MEET YOUR REQUIREMENTS OR IS COMPLETE, ACCURATE OR ERROR-FREE. YOU SHALL NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ON BEHALF OF PM. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP ANY OF YOUR DATA. 
16. Risk Assumption. THE SUBSCRIPTION SERVICES INCLUDING THE APPLICATION ARE INTENDED ONLY AS A SUPPLEMENT TO YOUR KNOWLEDGE AND PROFESSIONAL JUDGMENT AND THAT THE ACCURACY OF THE OUTPUT MAY DEPEND ON THE QUALITY OF THE INPUT DATA. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY PROFESSIONAL DECISIONS YOU MAKE BASED UPON USE OF THE SUBSCRIPTION SERVICES. THE SUBSCRIPTION SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGEMENT IN PATIENT DIAGNOSIS OR TREATMENT. YOU AGREE THAT YOU SHALL USE THE HIGHEST DEGREE OF CARE WHEN USING THE SUBSCRIPTION SERVICES AND SHALL ANALYZE INFORMATION PROVIDED BY THE SUBSCRIPTION SERVICES IN LIGHT OF ALL OF THE OTHER AVAILABLE INFORMATION BEFORE RELYING ON SUCH INFORMATION OR MAKING DECISIONS REGARDING PATIENT CARE.  YOU ASSUME ALL RISK FOR THE CARE OF YOUR PATIENTS WHEN USING THE SUBSCRIPTION SERVICES AND PM SHALL NOT BE RESPONSIBLE FOR ANY LOSSES, INJURIES, DAMAGES OR OTHER CONSEQUENCES TO YOU OR YOUR PATIENTS RESULTING FROM SUCH USE. PM DOES NOT, NOR DOES IT INTEND TO, ENGAGE IN THE PERFORMANCE OR DELIVERY OF MEDICAL OR HEALTH CARE SERVICES. 
17. Indemnification. You agree to hold, harmless, indemnify, and, at PM’s option, defend PM from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from your (i) breach of the Instructions for Use or other misuse of the Subscription Services, and (ii) negligence or wilful misconduct. You shall not settle any third-party claim against PM unless such settlement completely releases PM from all liability with respect to such claim or unless PM consents to such settlement, and further provided that PM will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by a legal counsel of its own choice. 
18. Limitation of Liability.  To the maximum extent permitted by the applicable law, in no event shall PM be liable to you for any indirect, consequential, special, or incidental damages, or other pecuniary loss, in any way arising out of or related to the Application, Subscription Services, or this EULA, even if PM has been advised of the possibility of such damages.  The cumulative liability of PM to you for all claims arising from or relating to this EULA shall not exceed $500.00. 
19. Consent to Electronic Communications and Solicitation. You authorize PM to send you (including via email and push notifications) information regarding the Subscription Services, such as: (a) notices about your use of the Subscription Services, including notices of violations of use; (b) updates to the Subscription Services and Application and new features or products; and, only applicable for Users within United States, (c) promotional information and materials regarding PM’s products and services. 
20. Changes to this EULA. PM reserves the right to modify this EULA. If PM makes material changes to this EULA, we will notify you via the Subscription Services (e.g. via the Application) or on your e-mail. Your continued use of the Subscription Services after PM publishes notice of changes to this EULA indicates your consent to the updated terms. 
21. Contact Information, Notices. If you have any questions regarding this EULA or you want to send us a notice under this EULA, please send an e-nail to PM at legal@powerfulmedical.com. PM may deliver any notices under this EULA to you either via Subscription Services or on your e-mail.
22. Dispute Resolution.
    • a) If you are using the Application or Subscription Services in the U.S., this EULA will be governed by the laws of the State of Delaware, without regard to, or application of, rules or principles regarding conflicts of law or the United Nations Convention on the International Sale of Goods. For purposes of all claims brought under this EULA, you irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. 
    • b) If you are using the Application or Subscription Services outside the U.S., this EULA will be governed by the laws of the Slovak Republic, without regard to, or application of, rules or principles regarding conflicts of law or the United Nations Convention on the International Sale of Goods. Any dispute shall be finally settled under the Rules of Arbitration (Vienna Rules) of the Vienna International Arbitral Centre (VIAC) of the Austrian Federal Economic Chamber by one or three arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Vienna, Austria and language of the proceedings shall be English. This clause shall be governed by and construed exclusively in accordance with the laws of the Slovak Republic.  
    • c) You acknowledge that PM will have the right to seek an injunction if necessary to stop or prevent a breach of your obligations hereunder. In the event that PM prevails in any proceeding or lawsuit brought by either party in connection with this EULA, PM will be, subject to statutory limitations, entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal. 
23. General. Waiver of a breach of or right hereunder must be in writing and will not constitute a waiver of any other or subsequent breach or right. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. You may not assign this EULA without obtaining PM’s prior written consent and any attempted or purported assignment by you shall be null and void. This EULA together with the Customer Agreement (if concluded) constitutes the entire agreement, understanding and representations, expressed or implied, of the parties with respect to the subject matters described herein, and supersedes all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters.

SPECIFIC PROVISIONS APPLICABLE ONLY TO UNITED STATES USERS 

1. Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.