Terms of Use

These Terms of Use (these “Terms of Use” or “Agreement”) is a legal agreement between you (“you” or “your”) and MEDIWAVE PTE LIMITED (“MEDIWAVE”,” “we,” “us,” or “our”) for the access and use of the Mediwave Products provided as software as a service (SaaS) the details of which are provided in (https://www.mediwave.io/) (“Products”). These Terms of Use specify the terms under which you may access and use the Products ( that is made available to you as a web application and/or a mobile application through www.mediwave.io and/or www.medirescue.io and/or www.medilife.io (as applicable) (“Website”) (the Products and Website shall collectively be referred to as the “Platform”).

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING AND/OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE, AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY WHICH CAN BE ACCESSED THROUGH (https://www.mediwave.io/privacy-policy/) (THE “PRIVACY POLICY”), WHICH IS HEREBY INCORPORATED INTO THESE TERMS OF USE AND MADE A PART HEREOF BY REFERENCE (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN PLEASE DO NOT ACCESS OR USE THE PLATFORM.

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify or amend the Agreement, at any time and without prior notice. If we modify or amend the Agreement, we will post the modification or amendments on the Platform. By continuing to access or use the Platform after we have posted a modification or amendment on the Platform, you are indicating that you agree to be bound by the modified/amended Agreement. If the modified/amended Agreement is not acceptable to you, your only recourse is to cease using the Platform.

Terms and Conditions

1. Definitions

“Software License” means the license required for the access and use of any Product/s under a Subscription Package for a particular period and for the specific purpose for which it is intended.

“Term” means the Term of Your subscription to a Product including any extension and/or renewal of such subscription or the duration of any trial period extended to You which shall be indicated to you on the MEDIWAVE’s payment policy or indicated to you at the time of subscription to the Products as the “Term of Subscription” or by way of any other similar terminology used elsewhere, indicating the term of subscription.

“Subscription Package” means an option which the user can select based on the requirement with a monthly or yearly recurring payment for the use of the Product/s.

2. Grant of License

Subject to the terms and conditions contained herein and contained in any applicable Subscription Package, including the usage limits described therein, MEDIWAVE grants you a limited, conditional, individual, non-exclusive, non-transferrable, revocable, non-sub-licensable Software License which MEDIWAVE may renew from time to time to use the Website and Products, available on www.mediwave.io and sub domains www.medirescue.io and/or www.medilife.io as follows:

Access and Use. MEDIWAVE grants you the right to access and use the Products and the Updates as necessary for the use of the Products from time to time under a Software License during the Term. You shall not exceed the number of licenses, time limits, submissions, tiers, nodes, quota or other use restrictions or authorizations agreed to and paid for under a Subscription Package and exceeding the same would be considered as a breach of these Terms of Use. In the event that You breach any term, condition, warranty or undertaking contained in this Agreement, You agree and understand that MEDIWAVE may at its sole discretion immediately suspend and/or terminate your right to access/use MEDIWAVE Products and Updates thereto in addition to and without prejudice to any other steps available to MEDIWAVE including the right to claim damages

3. Limitations to Grant of License

You specifically agree and understand that the above-mentioned Software License is subject to the following limitations

Maintenance of Copyright Notices. You shall not remove or alter any copyright or license notices that appear in or on the MEDIWAVE Website, Products, and Updates.
Modification. You shall not modify, hack, alter, decompile, decrypt, disassemble, translate, integrate, bundle, combine, or reverse engineer the Website, Products, and Updates.
Distribution. You shall not modify, hack, alter, decompile, decrypt, disassemble, translate, integrate, bundle, combine, or reverse engineer the Website, Products, and Updates.
Rental. You shall not rent, lease, or lend the Website, Products, and Updates.
Publication. You shall not publish the results of any comparisons or other benchmarking activities that you will conduct with the Website, Products, and Updates, either alone or in connection with any other software or hardware without the express prior written consent of MEDIWAVE or publishing reviews of the Website, Products, and Updates without the express prior written consent of MEDIWAVE.
Intellectual Property Rights (IPR). You shall not use the name, logo, or trademarks of MEDIWAVE Website, Products, and Updates without prior written consent from MEDIWAVE.
Compliance with Applicable Laws. You shall comply with all applicable laws relating to and/or regarding the use of the Website, Products, and Updates.

4. Payment Terms

The Software License to access and/or use any applicable MEDIWAVE Product/s shall be subject to and limited to the Subscription Packages chosen by you. You will only be able to continue using the Software License to use the applicable Product/s, by making payment and subscribing in advance for use under a Subscription Package (“Subscription”). If You fail to make payment and obtain a Subscription for the use of the applicable Product/s, MEDIWAVE may, at its sole discretion and subject to the terms and conditions stated herein may refuse to provide access and/or use to applicable Product/s and/or suspend and terminate your access to the applicable Product/s until you make payment and obtain a Subscription
You shall not exceed the licenses, time limits, submissions, tiers, nodes, quota or other use restrictions or authorizations subscribed. At the end a subscription or in a case of a suspension of your current Subscription, in order to continue to use the Products you shall be required to obtain a new Subscription together with new amended rates and terms and conditions as applicable to the Product/s which may be amended from time to time at the sole discretion of MEDIWAVE.
All payments are exclusive of taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties as applicable.
Payments applicable for access and use of MEDIWAVE Products under a Subscription shall be made at the point of access to the same and prior to the use of MEDIWAVE Products based on the relevant Subscription for which you have subscribed. The invoice will be generated and shared with You with the total amount paid as per the payment method agreed upon by You at the point of Subscription

5. Cancellation/Unsubscribing

You agree that you are solely responsible for canceling or unsubscribing your account if you require to stop using MEDIWAVE Product/s and/or required to stop being charged subscription charges for the use of such Product/s.
If you cancel/unsubscribe your user account before the end of a Subscription period, the cancellation will take effect immediately and You will not be charged again. MEDIWAVE shall not be liable in any way, and You shall not be entitled to any refund and/or reimbursement of any unused period of time relevant to such Subscription.
You specifically agree and acknowledge that cancellation/unsubscribing of your account by you shall result in permanent deactivation of your user account along with any data or information stored within the account.
You further agree that MEDIWAVE is not liable in any way or manner for the loss of user data or user information including but not limited to features or capabilities associated with your account, which occur as a result of provision of incorrect and/or corrupt data/information

6. Ownership and Copyright

You expressly agree and understand that the Website and Product/s are licensed for use and not sold. As between the parties, all title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Platform, including all documentation relating to and/or arising from the Platform, shall at all times remain in and belong to MEDIWAVE.
You agree and understand that all right, title and interest, including but not limited to intellectual property rights such as copyrights, trademarks, tradename, patents arising from and relating to the Platform and Updates and any copies thereof, are owned by MEDIWAVE. All rights not expressly granted herein are reserved by MEDIWAVE.

7. Rules on access and use of MEDIWAVE Products

By accessing and/or using the Platform, you hereby agree to comply with the following guidelines and failure to follow the same or a breach thereof shall be considered as a breach of this Agreement:

You will not use the Platform for any unlawful purpose;
You will not access or use the Platform to collect any market research for any reason whatever including for on behalf of a competing business;
You must at all times provide true, accurate, current, and complete information and You shall be solely responsible for the accuracy of such information and You agree and acknowledge that MEDIWAVE shall not be liable for any loss or damage suffered by you as a result of providing incomplete and/or inaccurate information.
You shall be solely responsible for all use of the Platform under your account, including the quality and integrity of any data and other information made available to MEDIWAVE by or for You
You shall be solely responsible for all acts, omissions, and activities of anyone who accesses or otherwise access and uses the Platform through your Account
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of Product/s, use of the said Product/s, access to the Product/s, and Services created by You or any other resulting product without permission.
You must not modify, reproduce, mimic, adapt or hack the Platform and/or services or modify another website so as to falsely imply or mislead that it is associated with MEDIWAVE, including any other services or brands under MEDIWAVE’s name.
You will not upload, post, e-mail, transmit, or otherwise make available any content that: infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or constitutes promotion or advertising of any third-party website, product or service; or is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
Any verbal, physical, written or other abuse (including threats of abuse or retribution) of any of MEDIWAVE’s customers, employees, members, other users or officers may result in immediate termination of access to Platform and termination of licenses to use the Products. This includes abuse in any form of communication, both online and offline.
You may not impersonate any MEDIWAVE employee or suggest in any way that You are employed by MEDIWAVE. You may not represent Your services or product/s as part of MEDIWAVE or mislead others to believe that You are an official extension of any MEDIWAVE brand or Product.
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;
You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Platform You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Platform, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means. We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform, or any portion thereof, without notice.

8. No Warranties

UNLESS EXPRESSLY PROVIDED HEREIN TO THE CONTRARY, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ANY AND ALL PRODUCTS, SERVICES AND SOFTWARE INCLUDING PATCHES AND SERVICE PACKS PROVIDED BY MEDIWAVE HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY MEDIWAVE OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE. NOTHING STATED IN THIS AGREEMENT WILL IMPLY THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ERRORS WILL BE CORRECTED.

9. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, THE PRODUCTS AND ITS SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MEDIWAVE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE CLOUD AND/OR IT’S FEATURES. MEDIWAVE DOES NOT WARRANT THAT THE PRODUCTS WILL OPERATE ERROR-FREE, THAT THE PRODUCTS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS OR THAT MEDIWAVEWILL CORRECT ANY ERRORS IN THE PRODUCTS. MEDIWAVE DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM ACCESSING OR USING THE PRODUCTS. MEDIWAVE HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY MEDIWAVE PRODUCT/S AND ITS SERVICES. IN NO EVENT WILL MEDIWAVE BE LIABLE FOR ANY INCIDENTAL INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION, REGARDLESS OF WHETHER ANY OF THE FOREGOING ARE FORESEEABLE, AND REGARDLESS OF WHETHER MEDIWAVE HAS BEEN NOTIFIED OF THE POSSIBILITY OF ANY OF THE FOREGOING. THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY; INCLUDING NEGLIGENCE; MISREPRESENTATION; BREACH; LIBEL; INFRINGEMENT OF PUBLICITY, PRIVACY, OR INTELLECTUAL PROPERTY RIGHTS; OR ANY OTHER CONTRACT OR TORT CLAIM. IN THE EVENT OF ANY LIABILITY ACCRUING TO YOU AGAINST MEDIWAVE NOTWITHSTANDING THE ABOVE, YOU EXPRESSLY AGREE THAT SUCH LIABILITY SHALL NOT EXCEED 50% OF THE TOTAL PAYMENTS MADE BY YOU TO MEDIWAVE WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE RELEVANT EVENT, ACT OR OMISSION WHICH GAVE RISE TO SUCH LIABILITY

10. Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

11. Anti-Bribery and Anti-Corruption

In connection with the performance of this Terms of Service, You, on behalf of yourself and your representatives, represents and warrants that You have not engaged in and covenants that You shall refrain from offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value, directly or indirectly, to or from:

(a.) Any government official to:

Influence any act or decision of a government official in his or her official capacity.
Influence a government official to use his or her influence with a government or instrumentality thereof; or
otherwise secure any improper advantage; or

(b.) Any person in any manner that would constitute bribery or an illegal kickback or would otherwise violate applicable anti-corruption law.

You represent that you have not made a voluntary or other disclosure to, and have not received any notice, summons, request for information, or citation from, and are not aware of any past or present investigation by a government authority related to alleged violations of applicable anti- corruption law.

If a breach of this Clause has occurred by You, MEDIWAVE may

(a) treat such breach as a material breach under the Terms of Service and resort to any resulting right or remedy available to it, or

(b) terminate this Terms of Service immediately by means of written notice to You. Notwithstanding any other provision of this Terms of Service, MEDIWAVE may disclose the existence and terms of this Terms of Service, as well as information relating to any probable violation of this Clause, to any government authority whenever required by applicable law.

12. Deactivation and Termination

These Terms, including the any Product or Software License, shall expire at the end of the Term, unless You and MEDIWAVE mutually agree to renew such License subject to payment and any other terms.
MEDIWAVE shall have the right to suspend and/or terminate your subscription and/or access to any MEDIWAVE Products if you fail to pay the relevant subscription fees and/or renewal fees.
Without prejudice to any other rights, MEDIWAVE shall have the right, at its sole discretion, to suspend and/or terminate your subscription and access to any MEDIWAVE Products if you fail to comply with the terms and conditions contained herein and any amendment hereto OR if you breach any of the terms and conditions contained herein and any amendment hereto. If any failure to so comply or a breach occurs and such failure or breach is rectifiable in the opinion of MEDIWAVE, in such event MEDIWAVE may, at its sole discretion and on a case by case basis, grant a seven (7) day grace period by providing notice to rectify any failure or breach of the terms and condition contained therein and/or any amendment hereto. In the event that You fail to rectify and/or resolve the said failure or breach within the given grace period MEDIWAVE shall terminate and/or terminate your access and/or use to any applicable Products.
MEDIWAVE reserves the sole right and discretion, at any time to temporarily or permanently discontinue your access to any Products or any service to which it connects, after providing 30 days’ notice to you electronically.
In the event you are in breach of any of the terms and conditions of this Agreement or of any applicable Subscription Package, which in the opinion of MEDIWAVE cannot be remedied and warrants immediate action to prevent any further breach, in such event MEDIWAVE may at its sole and absolute discretion temporarily or permanently discontinue your access to any MEDIWAVE Products and their Features without giving you any notice whatsoever.
Upon expiration of the Term or sooner determination of the Term, We may destroy all information in relation to the Products in our possession, except for information to be retained in terms of law or for compliance purposes

13. Restrictions

You agree that only individuals who are over the age of majority in law are allowed to create an account and/or access and/or use the Platform. By entering into this Agreement, you represent and warrant that you are over the age of majority in law.

14. General Conditions

You must be a permitted and lawfully registered entity and/or individual in your relevant territory, authorized to affect the relevant functions herein and the same shall be in line with the relevant laws applicable to you.
Use of MEDIWAVE Products may be subject to an applicable Acceptable Use Policy, the terms and limitations of which will be available to You under our Acceptable Use Policy located at (insert link) which is hereby incorporated into these Terms of Use and made a part hereof by reference. If you do not agree to the said Acceptable Use Policy, then please do not access or use the Platform. An Acceptable Use Policy would set certain limits and restrictions on the amount of data which maybe uploaded/transferred/downloaded (as may be applicable based on the Product).
These Terms of Service shall be governed by the laws of England.
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
- The seat of the arbitration shall be Singapore.
- The governing law of this Arbitration Agreement shall be the law of Singapore
- The Tribunal shall consist of 01 arbitrator.
- The language of the arbitration shall be English.
You agree that all personal data contained in MEDIWAVE Platform, Products and/or their features shall be processed in accordance with the relevant and/or applicable data protection laws and regulations, and MEDIWAVE’s Privacy Policy.
You agree and acknowledge that the Products are designed to assist properly trained and licensed medical professionals and are only intended to serve as a support tool which shall only be used exclusively by individuals who are appropriately trained and licensed in the medical field. You must always carefully review all content generated by the Products to ensure its accuracy and completeness in reflecting patient care records. You agree and acknowledge that the Product/s do not provide medical diagnoses or therapeutic recommendations and are only to be used as an aid by a qualified medical professional to arrive at a diagnosis or recommendation. Reliance on any information provided by the Products is solely at your own risk. You shall assume full responsibility for the appropriate use of the information provided by the Products in their use.
In no event shall the MEDIWAVE be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that MEDIWAVE shall use reasonable efforts which are consistent with accepted practices to resume performance as soon as practicable under the circumstances.
You are solely responsible for compliance with local laws, if and to the extent local laws are applicable to you. You agree and understand that any connection to, integration of and/or use of any third-party software by you in connection with any MEDIWAVE Product and in the creation of any solutions and/or Services (“Creation”)shall be made through Your own volition and MEDIWAVE have no control over the same. Such Creation shall be a breach of the terms and conditions of this Agreement and amount, inter alia, to a breach of the intellectual property rights of MEDIWAVE who would have the right to exercise all remedies available in law. In any event you agree that MEDIWAVE shall not be responsible or liable in any way whatsoever in respect of such third party software or any Creation including but not limited to compatibility, security, workmanship, merchantability and therefore You expressly indemnify and hold harmless MEDIWAVE and its , subsidiaries, employees, and any agent acting on their behalf from any and all liabilities, claims, demands, that may be sustained, arising and/or relating to the use if such third party in any way or manner including but not limited to criminal or any other offence of whatsoever form or manner, the infringement of intellectual property rights such as copyright infringement, and/or , or trademark violation by way of creating and/or using of any solutions and/or Services created using such third party software.
You understand that use of the Platform is done through Your own volition and therefore You expressly indemnify and hold harmless MEDIWAVE and its, subsidiaries, employees, and any agent acting on their behalf from any and all liabilities, claims, demands, that may be sustained, arising and/or relating to such solutions and/or Services in any way or manner including but not limited to criminal or any other offence of whatsoever form or manner, the infringement of intellectual property rights such as copyright infringement, and/or , or trademark violation by your use of the Platform.
The failure of MEDIWAVE to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

15. Feedback and Communication

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform and our services (“Feedback”). Any feedback and/or communication can be made by contacting us on (customersupport@mediwave.io). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.

16. Acceptance

By clicking “I accept” or signing below (as such may be required by applicable law), or by the use and/or continued use of Platform. You expressly acknowledge that You have read, understood, consented and taken steps to thoughtfully consider the consequences of this Agreement, and that You agree and consent to be bound by the terms and conditions of this Agreement, and that You are legally competent to enter into this Agreement with MEDIWAVE