Terms of Service
Version 1.1 – 16th March 2020
LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, HAVING INSTALLED, COPYING, OR OTHERWISE USING THE LIFEMED PRODUCT or PRODUCTS. IF THE LICENSEE DOES NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT.
These terms of service (“Terms of Service”) are a legal agreement between you and NewWave Health Sdn. Bhd. (NWH) (Company No. 1303308-U) , a company duly incorporated under the laws of Malaysia having its business address at LG-03, Co Place 3, Block 3740, Cyber 8, Persiaran Apec, 63000 Cyberjaya, Selangor Darul Ehsan, Malaysia (hereinafter referred to as “LifeMed”, “we” or “us” as the context may require) for the use of the LifeMed mobile application (“LifeMed app”) and any website operated by LifeMed (the “LifeMed portal(s)”) including, without limitation, https://lifemed.care/.
These Terms of Service set out important information regarding your rights and obligations in connection with LifeMed app and LifeMed portal(s). Please read them carefully.
Please note that this is not a 24×7 monitored service and is not used for identifying emergency treatments. If you are feeling unwell you must not rely on the app and contact your emergency services as soon as possible.
This License applies to the software product (“Software”) you have licensed from NewWave Health Sdn Bhd (“NWH”). Certain Software is licensed for use in conjunction with devices purchased from NWH, which together with the Software will be referenced as the “Product.” This License is a legal agreement between NWH and the single entity (“Licensee”) that has acquired the Software from NWH under these terms and conditions. The Software incorporates certain third-party software programs subject to the terms and restrictions of the applicable licenses identified herein.
2. License Grant
(a) The Software, documentation and the associated copyrights and other intellectual property rights are owned by NWH or its licensors and are protected by law and international treaties. Licensee may not copy or translate the documentation provided with the Software or documentation that is available online (“Documentation”) without NWH’s prior, written consent. Licensee may install, use, access, display and run the Software only in the manner in which it has been licensed as indicated herein and in the applicable purchase order, quote or the license file for such Product or Software, including but not limited to any restrictions on number of protected applications, number or type of licensed devices, number of authorized copies or instances, number of users, bandwidth, non-production use, database or location restrictions. For Software instances hosted in the public cloud or similar environment, Licensee agrees that it will not transfer the Software out of the licensed hosted environment. Licensee further agrees that it will not defeat, circumvent or disable any copy protection mechanism or mechanism in the Software used to limit license duration or access to non-licensed functionality or capacity, and that any such attempt will be a material breach of this Agreement. NWH reserves the right to audit Licensee’s use of the Software or authorize others to conduct such an audit on its behalf and to disable any application or functionality that has not been specifically licensed, in addition to any other rights and remedies available to NWH.
(b) For Software modules purchased in conjunction with a NWH device, or a third party device distributed by NWH as part of the Product, the Software is not transferable to other NWH devices or third party hardware. For Software provided in stand-alone form (not embedded in a NWH hardware Product), Licensee may only use the Software in for which Licensee has a valid license or authority to use that is issued to it by NWH or its authorized sub-licensor. Licensee must have a separate license for each instance of the Software. NWH may restrict Licensee’s use of the Software, by at least one of the following locking methods: (i) an instance identifier; (ii) white- or black-listing of IP addresses or (iii) changing the access URL; or (iv) any other reasonable method. Licensee agrees that it will not attempt to circumvent any of the foregoing license restrictions or to have others do so on its behalf.
(c) Certain portions of the Software include third party software modules as identified in the applicable Software release notes, and are subject to additional limitations imposed by those third parties (“Restricted Third Party Software”). Certain portions of the Software may also include geographical or other data (“Data”). Licensee agrees that it will only use such Restricted Third Party Software or Data in conjunction with the Product and not as standalone software. Licensee will not (i) copy the Restricted Third Party Software or Data onto any public or distributed network; (ii) use the Restricted Third Party Software or Data separately to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment; (iii) use the Restricted Third Party Software or Data as a general server, as a standalone application or with applications other than the Software under this license; (iv) change any proprietary rights notices which appear in the Restricted Third Party Software or Data; or (v) modify the Restricted Third Party Software or Data.
(d) Licensee may not copy (except to make one archival copy for backup and disaster recover purposes), modify, sell, sub-license, rent or transfer the Software, Data or any associated Documentation to any third party. Licensee may not disassemble, reverse compile or reverse engineer the Software or any Data incorporated in the Software or encourage others to do so except as required by law for interoperability purposes, and then only after Licensee has given Supplier an opportunity to provide information or software necessary to resolve such interoperability issues.
4. Export Control
The Product may or may not incorporate cryptographic software. Licensee agrees to comply with the Export Administration Act, the Export Control Act, all regulations promulgated under such Acts, and all other UK government regulations relating to the export of technical data and equipment and products produced therefrom which are applicable to Licensee. In countries other than the UK, Licensee agrees to comply with the local regulations regarding importing, exporting or using cryptographic software. Licensee agrees it will not export or re-export the Software to any country, person, or entity subject to U.K. export restrictions. Specifically, Licensee agrees not to export or re-export the Software: (i) to any country to which the U.K. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the Software back to such country; (ii) to any person or entity who Licensee knows or has reason to know will utilize the Software or portion thereof in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in UK. export transactions by any agency or department of the UK government. By installing or using the Software, Licensee represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list.
5. Limited Warranty
NWH warrants that for a period of 90 days from the date of shipment:
(i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and
(ii) the Software substantially conforms to its published specifications. Except for the foregoing, the Software is provided AS IS. In no event does NWH warrant that the Software is error free, that it will operate with any software or hardware other than that provided by NWH or specified in the documentation, or that the Software will satisfy Licensee’s own specific requirements. (a) Remedy. Licensee’s exclusive remedy under this limited warranty is that NWH, at NWH’s option, will repair or replace any Software that fails during the warranty period at no cost to Licensee. NWH will replace defective media or documentation or, at its option, undertake reasonable efforts to modify the Software to correct any substantial nonconformance with the specifications. (b) Restrictions. The foregoing limited warranties extend only to the original Licensee, and do not apply if the Software (i) has been altered, except by NWH or an NWH-designated representative or in accordance with NWH instructions, (ii) has not been installed, operated, repaired, or maintained in accordance with NWH’s instructions, (iii) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident or (iv) has been operated outside of the environmental specifications for the Software. NWH’s limited software warranty does not apply to software corrections or upgrades.
LIMITATION OF REMEDY. EXCEPT FOR THE WARRANTIES SPECIFICALLY DESCRIBED HEREIN, NWH AND ITS THIRD PARTY LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, ARISING, WITH RESPECT TO THE SOFTWARE, DATA, SPECIFICATIONS, OR DOCUMENTATION DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, WARRANTY OF NONINFRINGEMENT OR TITLE AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. NWH MAKES NO WARRANTY CONCERNING THE COMPLETENESS OR ACCURACY OF THE DATA OR INFORMATION OBTAINED OR DERIVED THROUGH THE USE OF THE DATA INCLUDED IN THE SOFTWARE AND THE DATA IS PROVIDED “AS IS”. NWH HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES OTHER THAN AS PROVIDED ABOVE OR TO OTHERWISE MODIFY THE TERMS OF THIS LICENSE. THE COLLECTIVE LIABILITY OF NWH AND ITS THIRD PARTY LICENSORS UNDER THIS LICENSE WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCT. NWH AND ITS THIRD PARTY LICENSORS WILL NOT HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR OTHER GOODS OR SERVICES FURNISHED TO LICENSEE BY NWH, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, NWH’S THIRD PARTY LICENSORS WILL NOT HAVE ANY LIABILITY FOR ANY DIRECT DAMAGES OF ANY KIND UNDER THIS LICENSE AGREEMENT. THE LIMITATIONS CONTAINED IN THIS SECTION WILL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE JURISDICTIONS, SUCH INAPPLICABILITY WILL NOT AFFECT THE REMAINDER OF THE PROVISIONS IN THIS SECTION.
7. Evaluation Software
If the Software is “Evaluation Software,” notwithstanding any other terms to the contrary in this Agreement, Licensee may use the Software only for its internal demonstration, test or evaluation purposes and not in a production environment.
NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THIS LICENSE, NWH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, FOR EVALUATION SOFTWARE AND IT IS PROVIDED ON AN “AS IS” BASIS. EVALUATION SOFTWARE HAS A NON-PERPETUAL TIME LIMITED LICENSE THAT WILL “TIME-OUT” AND DISABLE THE SOFTWARE UPON EXPIRATION OF THE EVALUATION PERIOD.
Licensee agrees that it will not attempt to defeat or circumvent any duration mechanism for evaluation Software. Licensee also agrees that it will not use any evaluation Software beyond the prescribed license duration.
The license granted in Section 2 is effective until terminated and will automatically terminate if Licensee fails to comply with any of the terms and conditions set forth herein. Upon termination, Licensee will destroy the Software and documentation and all copies or portions thereof.
Maintenance and support of the Software is not provided under this License and must be purchased separately subject to NWH’s support policies available by email from [email protected] Where Licensee has purchased maintenance and support for a Product, the term Software under this License will include any published updates, corrections, new releases and new versions of such Software (collectively “Updates”), provided that Licensee is otherwise entitled to access and use such Updates pursuant to the applicable maintenance and support contract. Licensee may only use the Updates on Products for which Licensee is the original end user or other Products which include Software to which Licensee holds a valid license.
This License will be governed by the laws of Malaysia, without regard to its choice of law rules. The provisions of the U.N. Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act, in whatever form adopted, will not apply and the parties specifically opt out of the application of such laws. In the event of any dispute arising out of or relating to this Agreement, the parties shall seek to settle the dispute via direct discussions. If a dispute cannot be settled through direct discussions, the parties agree to first endeavour to settle the dispute via voluntary non-binding mediation, before resorting to arbitration. A mediator will be selected by voluntary agreement of both parties, or in the event both parties cannot agree on a mediator, a mediator will be selected in accordance with the rules of JAMS. The mediation shall be held in Kuala Lumpur, Malaysia. Each party shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the mediation. Any dispute that remains unresolved following mediation shall be settled by arbitration administered by the JAMS in accordance with its Comprehensive Arbitration Rules. The place of arbitration shall be Kuala Lumpur, Malaysia. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. In rendering the award, the arbitrator(s) shall determine the rights and obligations of the parties according to the substantive and procedural laws of Malaysia. The foregoing alternative dispute resolution provisions will not apply to claims or actions related to the infringement, misappropriation or violation of NWH’s intellectual property rights or those of its third party licensors and such actions may be brought in any court of competent jurisdiction. Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein, but will instead be replaced with a provision as similar in meaning to the original as possible. This License constitutes the entire agreement between the parties with regard to its subject matter. No modification will be binding unless in writing and signed by the parties.
11. Open Source Components
Certain portions of the Software (“Open Source Components”) are licensed under the terms of applicable open source licenses. Information identifying the Open Source Components, and the licenses that apply to them, is available in the Software documentation available by emailing [email protected] Your use of each Open Source Component is subject to the terms of each applicable license. Any other software code that is not part of the Open Source Components is subject to the restrictions set forth elsewhere in this License. Furthermore, those portions of the Software that are part of the Open Source Components are subject to the remaining terms and conditions of the License to the extent that those terms are not inconsistent with the terms of the applicable licenses of the Open Source Components.
12. Medica Devices & Measurement
The Medical devices provided with LifeMed are endorsed for use by the Medical Device Authority, Ministry of Health, Malaysia (MDA) and should be of a high quality but are not intended to replace medical grade diagnostic testing machines and devices used in hospital settings. LifeMed therefore accepts no responsibility for the accuracy of these devices and if in doubt the patient should contact their healthcare provider. All readings provided by medical devices provided with LifeMed are subject to recognised tolerances. Where any discrepancy (subject to recognised tolerances as herein contained) is revealed and accepted by the Company shall make good such discrepancy or at its option credit the Customer accordingly and no further right of action set off or counterclaim shall subsist against the Company. Version 1.0 dated 1st October 2019
Where patients use their own medical peripheral devices not sourced directly from LifeMed, then LifeMed accepts no responsibility for the performance of those devices or the readings produced.
The Company reserves the right to amend and alter the specification of any goods or services that it has agreed to supply.