THIS END USER LICENSE AGREEMENT (”EULA”) IS A LEGAL AGREEMENT BETWEEN YOU AND  SMART MONITOR CORP. PLEASE READ IT CAREFULLY BEFORE COMPLETING THE DOWNLOAD  AND INSTALLATION OF THE SOFTWARE. USING THE SOFTWARE PROVIDES A LICENSE TO USE  THE SERVICES WITHIN AND CONTAINS WARRANTY INFORMATION AND LIABILITY  DISCLAIMERS. YOU ARE AUTHORIZING THE USE OF YOUR PERSONAL INFORMATION BY  ACCEPTING THIS AGREEMENT. BY INSTALLING AND USING THE SOFTWARE, YOU ARE  CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY  THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO  NOT INSTALL THE SOFTWARE.

1. Definitions  
“End User(s)” at all times means customer and user of the Services mentioned herein;  “EULA” means End User License Agreement;  “Smart Monitor” refers to Smart Monitor Corp, its affiliates, brand names, trade names, and  operating names under which it provides services;  “Services” refers to the products and services provided under license pursuant to this  agreement;  “Software” means the executable code for the software, graphics, and other content and  associated documentation (if any) downloaded by You for use or used by you on your user  portal;  “Intellectual Property” means the Software, design, concepts, trade secrets, and any pending  or granted patents related to the Services;  “Content” refers to text, images, audio clips, video clips, and other materials accessed through  the use of the Services.  “Handheld Product” refers to any type of communication device, generally, but not  necessarily, of a handheld size, which is capable of running the Software.  “Device” refers to any Smart Watch or wearable device or other device such as a camera for  example, which is capable of running the Software provided for the device.  

2. Conditions of License  
Smart Monitor hereby grants You a personal, non-exclusive, non-transferable right to install  the Software on a Device and/or Handheld Product and use the Software only on the Device  and/or Handheld Product on which You install the Software. It is agreed and understood by  the End User that this EULA contains within it certain conditions of license for use of the  Services by a single End User. It is further agreed and understood that such conditions are not  exhaustive and that Smart Monitor may from time to time impose further conditions outside  of this EULA.  Your installation and start-up of the Software are subject to activation by use of a unique  activation code or similar secure identification measure. The activation code is provided by  Smart Monitor, and activation may require information about, and secure storage of,  appropriate identification such as your phone number and email address, and you consent to  Smart Monitor’s acquisition and retention of such information. 

3. General Use and Warning of No Medical Advice
The use of the Services provided under this agreement are intended for general use by End  Users and the public, and are not, without the express consent of Smart Monitor, intended for  resale. End Users further acknowledge that Smart Monitor shall have the right, if, in its sole  discretion, it is determined that the Services are not being used for such use, to terminate the  Services pursuant to section 9. of this EULA.  The use of the Services and Software is governed by Smart Monitor’s Terms of Service. You  agree to abide by, and use the Device, Software and Services in accordance with the  documentation provided to you in connection with the Services, and any additional terms of  service that we may post associated with your Service, including without limitation the Terms  of Service.  To the fullest extent allowed by law, you hereby agree to indemnify and hold harmless  Smart Monitor from any liability arising out of or relating to the misuse of your Services, or  your negligence, willful misconduct or breach of this Agreement.  


SMART MONITOR DOES NOT GIVE ANY KIND OF MEDICAL ADVICE TO ANYONE, NOT  THROUGH THE SERVICES OR THE SOFTWARE, AND NOT BY ANY OTHER MEANS. SMART  MONITOR HAS NEVER GIVEN ANY MEDICAL ADVICE TO ANYONE AND WILL NEVER GIVE ANY  MEDICAL ADVICE TO ANYONE. THEREFORE, SMART MONITOR ALSO DID NOT, DOES NOT,  AND WILL NOT, GIVE ANY KIND OF MEDICAL ADVICE TO YOU. YOU SHOULD ALWAYS  CONSULT A HEALTHCARE PROFESSIONAL FOR ANY MEDICAL ADVICE. SMART MONITOR IS  NOT A HEALTHCARE PROFESSIONAL. ALSO, YOUR USE OF THE SERVICES DOES NOT CREATE  A PATIENT RELATIONSHIP BETWEEN YOU AND SMART MONITOR. YOU SHOULD NEVER  DISREGARD MEDICAL ADVICE FROM A HEALTHCARE PROFESSIONAL OR DELAY SEEKING  MEDICAL ADVICE FROM A HEALTHCARE PROFESSIONAL BECAUSE OF SOMETHING YOU HAVE  READ ON THE SERVICES OR THE RESULTS YOU RECEIVE THROUGH USE OF THE SERVICES.  YOU UNDERSTAND THAT THE SERVICES ARE MERELY AN AID TO MANAGE INFORMATION  YOU CHOSE TO SHARE, BUT THAT YOU SHOULD NOT RELY ON THE SERVICES FOR PURPOSES  OF SEEKING OR SECURING DIAGNOSIS, TREATMENT, OR OTHER MEDICAL ATTENTION FROM  A HEALTHCARE PROFESSIONAL.  IN ADDITION, YOU UNDERSTAND AND AGREE THAT IN PROVIDING THE SERVICES WE RELY  ON A NUMBER OF THIRD PARTY PROVIDERS, INCLUDING FOR PURPOSES OF SENDING PUSH  NOTIFICATIONS, TEXT MESSAGES AND PHONE CALLS AND HEREBY DISCLAIM ANY LIABILITY  WITH RESPECT TO THE SERVICES PROVIDED BY SUCH PROVIDERS. YOU SHOULD NOT RELY  ON THE SERVICES FOR ANY LIFE THREATENING CONDITION OR ANY OTHER SITUATION  WHERE TIMELY ADMINISTRATION OF MEDICATION OR OTHER TREATMENT IS CRITICAL.  

4. Data, Webservices APIs and Data Transfers 
Pursuant to section 3. of this EULA, Smart Monitor reserves the right to, and may, restrict the  transfer of data to individual End Users resulting from the use of the Software. Further, Smart  Monitor may terminate the use of the Services if it is determined that use of the same  contravenes any section of this EULA. With respect to data transfers, the End User agrees that  any fees, charges, rates and the like incurred by the End User from a third party such as a  carrier in the use of the Services are not included in the rates and fees identified in section 5.  of this EULA. For greater certainty, Smart Monitor will not be responsible for any fees or  charges to End Users by third parties as a result of the use of the Services. The aggregate  anonymous database of all users’ data may be used for product development and  enhancement and to further research. Your non-personally identifiable data will greatly aid in  understanding the causes, factors and progression of various chronic conditions.  4.1 Consent to Use of Data:  You agree that Smart Monitor may collect and use technical data (such as data from  accelerometer, gyroscopic & heart rate, audio and video sensors) and related information,  including but not limited to technical information about Your device, system and application  software, and peripherals, that is gathered periodically to facilitate the provision of software  updates, product support and other services to You (if any) related to the Licensed  Application. Smart Monitor may use this information, as long as it is in a form that does not  personally identify You or your designated contacts, to improve its products or to provide  services or technologies to You.  4.2 Third Party Services and Materials:  The Licensed Application may enable access to Application Providers and third party services  and web sites (collectively and individually, "Services"). Use of the Services may require  Internet access and or cellular connectivity and that You accept additional terms of service.  Certain Services may display, include or make available content, data, information,  applications or materials from third parties ("Third Party Materials") or provide links to certain  third party websites. By using the Services, You acknowledge and agree that the Application  Provider is not responsible for examining or evaluating the content, accuracy, completeness,  timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such  Third Party Materials or web sites. The Application Provider does not warrant or endorse and  does not assume and will not have any liability or responsibility to You or any other person for  any third-party Services, Third Party Materials or web sites, or for any other materials,  products, or services of third parties. Third Party Materials and links to other websites are  provided solely as a convenience to You. Location data provided by any Services is for basic  navigational purposes only and is not intended to be relied upon in situations where precise  location information is needed or where erroneous, inaccurate or incomplete location data  may lead to death, personal injury, property or environmental damage. Neither the  Application Provider, nor any of its content providers, guarantees the availability, accuracy,  completeness, reliability, or timeliness of stock information or location data displayed by any  Services. 4.3 Automated Notifications, Phone Calls, Text Messages and Emails:  Smart Monitor provides a fee based service (at our sole discretion) in which Smart Monitor  attempts to initiate contact with your listed designated contacts via phone call, text message,  email or any combination of these based on user settings. You agree to inform selected  designated contacts before setting them up within the Smart Monitor App. Your designated  contacts may be charged by their phone service carriers for calls placed to them, or text  messages sent to them, initiated by Smart Monitor. Smart Monitor will not charge your  designated contacts, but Smart Monitor shall not be responsible for any charges your  designated contacts incur from receiving phone calls or text messages initiated by Smart  Monitor.  

5. Rates and License Fees  
Use of the Services under this EULA are permitted only under license which must be renewed  on an annual basis, and, for greater certainty, must at all times be purchased and paid in full  by the End User for the duration of the license at the rates determined by Smart Monitor, if  any. Smart Monitor reserves the right to change these rates from time to time as it may deem  necessary.  

6. Privacy Policy  
By using the Services, you give Smart Monitor permission to collect information about you as  an anonymous user for the purpose of calculating aggregate statistics. You authorize Smart  Monitor to use information you provide to personalize the information we deliver to you and  to use your demographic information when calculating aggregate customer data. As a  registered subscriber, you give Smart Monitor and our agents permission to send you notices  related to the subscription Services to which you subscribe.  

7. Copyright Policy  
The Software is protected by US and international copyright laws. You may not copy,  reproduce, distribute, modify or in any other manner duplicate the Software, in whole or in  part, except to the extent that copying naturally results from the authorized use of the  Software or results in the course of making regular back-ups of the Handheld Product on  which the Software is installed. Smart Monitor makes claim of copyright to any and all material  associated with the design of the Services, as well as any and all material within the Smart  Monitor website. Further, Smart Monitor will at all times endeavor to respect the copyright  claims associated with any Content accessed and/or viewed through the use of the Services.  

8. Acceptable Use of Services  
In accordance with section 3. of this EULA, the End User agrees not to use the Services in a  manner that would violate any law, including all civil and criminal laws, and the End User  agrees not to encourage such conduct.The End User also agrees not to transmit data or  Content which is protected by copyright, or other intellectual property rights, or derivative works thereof, without obtaining permission of the copyright holder. The End User further  agrees not to use the Services in a manner which is contrary to law or netiquette, or which  would adversely impact use of the Services or the Internet by other users, including the  posting or transmitting of information or software containing viruses or other disruptive  components.  

9. Term and Termination  
This Agreement and the licenses granted hereunder are effective on the date you first install or use the Licensed Software and shall continue unless and until this Agreement is terminated  by Smart Monitor pursuant to this section. Smart Monitor reserves the right at all times to  terminate the Services provided under license pursuant to this agreement with or without  cause or notice.  

10. Ownership and Proprietary Rights  
Use of the Services under this EULA are provided by license only, and in no way whatsoever,  can it be understood, inferred, or otherwise implied that use of the Services constitutes  ownership of any kind by the End User of the underlying Software and Intellectual Property  associated with the Services. For greater certainty, ownership of the underlying Software and  Intellectual Property shall at all times be that of Smart Monitor. You acknowledge and agree  that the Software may contain valuable trade secrets of Smart Monitor and/or licensors of  Smart Monitor. You agree to hold such trade secrets in confidence and further agree not to  remove any proprietary notices, labels or marks from the Software. Except to the extent that  Smart Monitor is expressly precluded by law from prohibiting these activities, You shall not  alter, modify, adapt, create derivative works, decompile, translate, decrypt, deconstruct,  disassemble or otherwise attempt to reverse engineer the Software, or permit, authorize or  encourage any other party to do the same. This Agreement does not transfer any Intellectual  Property or other proprietary rights relating to the Software, including without limitation  patents, designs, trademarks, copyright or trade secrets.  

11. No Warranty and Disclaimer  
NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED  APPLICATION IS AT YOUR SOLE RISK AND YOU ACCEPT THAT THE ENTIRE RISK AS TO  SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE  MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY  SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("SERVICES") ARE  PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY  KIND, AND SMART MONITOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH  RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR  STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR  CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A  PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF  THIRD PARTY RIGHTS. SMART MONITOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR  SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR  REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE  UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR  SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY  SMARTMONITOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD  THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST  OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT  ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE  STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT  APPLY TO YOU.  

12. Limitation of Liability  
IN NO EVENT SHALL SMART MONITOR, ITS AFFILIATES, SUPPLIERS, LICENSORS, PARTNERS,  AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES, BE LIABLE  FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHATSOEVER,  INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA,  BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT  OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER  CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE)  ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OR INABILITY TO USE THE  SERVICES OR THE CONTENT, MATERIALS, INFORMATION OR TRANSACTIONS PROVIDED ON OR  THROUGH THE SITES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER  INACCURACIES IN THE SERVICES OR THE CONTENT, MATERIALS, INFORMATION, PRODUCTS,  OR SERVICES ON OR AVAILABLE THROUGH THE USE OF RSS FEEDS, EVEN IF SMART MONITOR  OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH  DAMAGES.  

13. Indemnification  
You will indemnify and hold harmless Smart Monitor its founders, executives, agents,  independent contractors, employees, parents, subsidiaries, and each of its affiliates, licensors,  suppliers and agents (and their respective employees, officers, directors and representatives)  from and against any claims, actions, proceedings, suits, liabilities, damages, settlements,  penalties, fines, tax assessments, costs and expenses (including, without limitation, reasonable  legal fees and other litigation expenses) incurred by Smart Monitor or each of its affiliates,  licensors, suppliers or agents relating to: (a) your breach of any term, condition,  representation or warranty of this Agreement or any applicable policy or guideline; (b) your  use of or inability to use the Services; (c) any content, including personal content, or software  submitted, displayed, posted or distributed by you using the Services; or (d) your violation,  alleged violation or misappropriation of any intellectual property right or non-proprietary right  of a third party. 

14. Notice  
Any notice or other communication required by this EULA may be in writing or delivered  electronically BY EMAIL to Smart Monitor or the End User as applicable. Notices delivered will  be effective on the date of such delivery.  

15. Trademarks  
‘‘SmartWatch’, ‘Smart Monitor’, ‘Acuma Health’, ‘KeepWell’, Inspyre, ‘Well Connected Well  Protected’ are trademarks of Smart Monitor Corp. and are not to be used without proper  acknowledgement. All other trademarks appearing through the use of the Services or the  Smart Monitor website are the property of their respective owners.  

16. General Provision  
When used in this EULA, the term ‘license’ shall be deemed to mean ’sublicense’ if Smart  Monitor is the licensee and not the owner of an item of Software. Sections 5, 6, 7, 10, 11, 12,  13, 15 and 16 shall survive termination of this EULA. This EULA constitutes the entire  agreement of the parties with respect to the Software, and supersedes all prior  communications, agreements and discussions between the parties. This EULA is to be  governed by and construed under the laws of the State of California. Each party hereto  irrevocably waives any objection on the grounds of venue, forum non conveniens or any  similar grounds and irrevocably consents to service of process by mail or in any other manner  permitted by applicable law and consents to the jurisdiction of the courts of the State of California as applicable. You agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this EULA. If any provision of this EULA other than section 11 is void or is declared void, the provision shall  be severed from this EULA, which shall otherwise remain in full force and effect. If section 10 is void or declared void, this EULA shall automatically terminate. This EULA contains the  complete agreement between the parties with respect to the subject matter hereof, and  supersedes all prior or contemporaneous agreements or understandings, whether oral or  written.

All questions concerning this EULA shall be directed to: Smart Monitor Corp, 3031 Tisch Way, 110 Plaza West, San Jose, CA 95128; Legal Department. This EULA shall be governed by the laws of the State of California. This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.