End-User License Agreement (EULA)
Software Provider: Cortrium ApS, Company Registration Number: DK36445335
End-User: Users of the Cortrium products & services.
Each a ‘Party’; together ‘the Parties’
1. Scope
(1) The End-User License Agreement (EULA) shall apply to any use of the Software provided by Cortrium, as defined in section 2, including third party providers of Software Analysis via Cortrium.
(2) Cortrium is using its own in-house developed software applications:
1. Cortrium Apex Client for transferring ECG data for the processing, management and storage of Cortrium Analysis System (CAS).
2. Cortrium Apex administration website for creating and administrating user accounts and setting up access to Software Analysis.
3. Cortrium Apex cloud-based services for conversion, storage, user and access control, and ECG data management and management of related data such as analysis reports.
4. Cortrium Analysis System for human verification & correction and Holter report generation.
2. The License
(1) The End-User is granted a non-exclusive, non-transferable license in the Customer’s territory to use the software applications and analysis included with the sale or subscription of the Cortrium Holter Monitor.
(2) The Software License shall expire upon the termination or expiration of the contractual relationship between the End-User and Cortrium.
3. The Software, availability and changes
(1) Unless otherwise agreed, the Cortrium will use commercially reasonable efforts to make the Cortrium software applications available at all times, except for planned downtime and any unavailability caused by external events, incl. Force majeure circumstances and provide software applications and analysis according to applicable laws and government regulations.
(2) Unless otherwise agreed, the software applications are provided ‘as is’ without any kind of warranties. Cortrium and its third-party analysis providers do not warrant that the applications will be error-free or will work without minor interruptions.
(3) The software applications may, at the sole discretion of Cortrium, be subject to changes from time to time, including by addition or removal of features. Such changes may occur without any notice; however, Cortrium will use reasonable efforts to notify the End-User in advance.
4. Rights to use software applications
(1) The right to use software applications are subject to a Data Processor Agreement between the Cortrium and the customers of Cortrium. The Data Processor Agreement is regulating the processing of sensitive data such as the patient id and the recorded ECG data in compliance with Regulation (EU) 2016/679 on the protection of natural persons concerning the processing of personal data (GDPR).
(2) The right to use software applications are pursuant to this License shall be done in a manner and for the purpose set out in this EULA with the following scope:
I) The License shall include the right to use software applications as part of the ECG recorder by any End-User who are authorized technicians or healthcare professionals to generate medical reports (Holter reports) and any related medical consultations.
II) The License shall be granted for the needs and purposes as specified in this EULA, in the following fields of use:
a) Launching or using the Cortrium products & services;
b) Storing, displaying, uploading, viewing, and browsing data through Cortrium products & services;
c) Configuring the Cortrium Holter Monitor via Cortrium Apex;
d) Entering data to the Cortrium products & services;
e) Generating medical reports using Cortrium products & services.
(3) The Software or any elements thereof shall only be available to third parties with the prior written consent from Cortrium.
(4) The End-User shall not acquire any rights to software applications, except for a license and an authorization to use the software applications on the terms and conditions outlined in this EULA.
(5) The End-User is not authorized, except to the extent permitted under mandatory law, to:
a) Play, decompile or modify the source code of software applications;
b) Perform statistical analysis of software applications;
c) Translate, adapt, or change the layout of software applications, or make any other changes or modifications in the applications or any part thereof;
d) Reproduce the code or translate, adapt, or change the layout or make any other changes to the form of the software applications and distribute the applications in a different way than that specified in the EULA. Moreover, the End-User does not have the right to permanently or temporarily reproduce the applications, in whole or in part, by any means or in any form, except for 1) Making a backup copy if necessary to use the applications, but the backup shall not be used simultaneously with the software application, or
2) permanent or temporary reproduce of the applications in whole or in part by any means, in any form or for any purpose, except for the right to temporarily copy the applications in whole or in part in the memory of the Cortrium Holter Monitor.
(6) Any information obtained in connection with the use of software applications shall not be:
a) Used for purposes other than supporting the diagnostic process as part of the Cortrium products & services, as well as for other purposes than the performance of this EULA;
b) Provided to third parties for a purpose other than achieving the aforesaid compatibility and the performance of this EULA;
c) Used for developing, creating or marketing software applications infringing the copyright of the ownership and the applications; and in particular for reverse engineering of the applications;
d) Used for developing, creating or marketing computer software or other tools that use information (reports) generated by the applications.
5. Warranty and Limitations of Liability
(1) Cortrium is not liable for medical decisions taken on the basis of using the Cortrium products & services for generating medical reports in any way. A report is not a medical diagnosis; it is only an analysis tool with suggested potential diagnosis. For the avoidance of doubt, any medical diagnosis is solely the responsibility of healthcare professionals.
(2) In no event and no matter the circumstances shall Cortrium or the third party vendors be liable for any loss of anticipated profit, loss of data, damage to records or data or any indirect, special, incidental or consequential damages or loss (including the loss of goodwill, or loss as a consequence of any kind of business interruption) arising out of or in connection with this EULA, performance of the software applications and the results connected thereto.
(3) Unless otherwise agreed by the Parties in writing, Cortrium and the third-party vendors aggregate liability towards the End-User in respect of any matters arising out of, or in connection with the software applications and this EULA, shall be limited to an amount corresponding to 5 % of all payments made under the contractual relationship between Cortrium and the Customer for the period of twelve (12) months prior to the event(s) having given rise to the claim (the ‘Liability Cap’).
6. CHANGES TO THIS EULA OR TO THE PRODUCT
Cortrium reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this EULA for security, legal, best practice or regulatory reasons.
Such changes will be effective with or, as applicable, without prior notice to End-User. End-User can review the most current version of this EULA by clicking on the “EULA” link in the software or on cortrium.com.
End-Users are responsible for checking this EULA periodically for changes.
If any future changes to this EULA are unacceptable to End-User or cause End-User to no longer be in agreement or compliance with this EULA, End-User may terminate this License in accordance with termination section as specified in the contractual relationship between Cortrium and the Customer and must immediately uninstall the software. End-Users continued use of the License following any revision to this EULA constitutes End-Users complete and irrevocable acceptance of any and all such changes.
7. Termination
(1) In the event of a material breach by the End-User of the terms of the License set forth in this EULA, the End-User shall cease a breach and remedy the consequences of such a breach. In the event that such material breach has not been remedied within five days of receipt of a written notice from Cortrium or its third-party Vendors to do so, or the material breach of the License is not capable of remedy, Cortrium and the Vendor shall have the right to terminate the License and this EULA without notice (with immediate effect).