These Terms of Use (“Terms”) are a legally binding agreement between you and SmartCardia Inc. and its affiliates (collectively “SmartCardia,” “we,” or “us”). They cover your use of the SmartCardia 7-Lead ECG patch monitor kit (the “Equipment”), the associated services (including SmartCardia’s SmartNeuralNet service), and any related platforms, websites, and applications (together with the Equipment, the “Service” or “Services”).

By using the Service, you confirm that you have read, understood, and agree to these Terms. Information you provide or that we collect about you will be handled as described in the SmartCardia Privacy Policy of US Services (the “SmartCardia PP”), which is part of these Terms. If you don’t agree, please do not use the Service.

Important Things to Know Up Front

We Do Not Provide Medical Advice

The Service does not provide medical advice, interpretations, or clinical suggestions. Any health-related information included in the Service is for general informational purposes only and should not be treated as a substitute for consulting with your physician or other qualified health care professional. Always talk to your doctor about diagnosis and treatment.

How We Resolve Disputes

These Terms include a binding arbitration clause (see Section 21 below). To the fullest extent permitted by law, this means:

• Disputes will be resolved by a neutral arbitrator, not a judge or jury.
• Claims cannot be brought as a class action.
• You may still bring claims to a small claims court.

1. What the Service Does and How These Terms Apply

Applicability. These Terms apply only to your use of the Service, not to other SmartCardia applications, websites, or programs.

Service Overview. The Service provides remote cardiac monitoring as prescribed by your physician. It is an aid to diagnosis only—it is not designed to prevent, diagnose or treat any medical event or condition (only your physician can do that), and it is not an emergency response system.

A few important things to understand about the Service:

• Data transmission requires cellular coverage and cellular coverage can vary from time to time and place to place. The Service may not always transmit data continuously. If transmission is interrupted, try moving to an area with better signal or connect the Equipment as directed by SmartCardia.
• If you experience any discomfort related to the Service, stop using it immediately and let your physician know.
• You are responsible for any information, data, images, videos, or other content you upload or that is transmitted through the Service (“Communications Data”).
• By using the Service, you give SmartCardia permission to communicate with members of your household, if necessary, regarding the Service, and to share your monitoring data with your physician and their staff by phone, email, fax, or secure internet access.

To the fullest extent permitted by law, you assume all risk associated with your use of the Service, and SmartCardia is not responsible for any harm that may occur from such use.

2. Who Can Use the Service

You must be at least 18 years old. By agreeing to these Terms, you confirm that you are at least 18, that you have not previously been suspended or removed from the Service, that your use complies with applicable laws, and that you have read the SmartCardia PP (see Section 11).

3. Your License to Use the Service

What you can do. We grant you a limited, personal, non-transferable, revocable license to use the Service to monitor your electrocardiogram (ECG) data as prescribed by your physician. The Service is available only by physician prescription and is used solely to assist physicians in diagnosis and treatment.

What you cannot do. Unless applicable law specifically allows it, you may not reproduce, distribute, publicly display, or publicly perform any part of the Service; reverse engineer, decompile, or modify it; use it in a service bureau or time-sharing capacity; or interfere with any security or access control features.

Our rights. SmartCardia reserves all rights not expressly granted to you. Nothing in these Terms gives you or any third party any intellectual property rights beyond what is explicitly stated here.

4. Communications From Us

By providing your contact information and using the Service, you consent to receive communications from SmartCardia—including emails, phone calls, and push notifications—at the contact details you provide. These may include account notifications, service updates, device instructions, and customer support messages. Message frequency varies, and message and data rates may apply.

SMS device alerts. As part of the Service, SmartCardia sends SMS (text message) alerts about your prescribed monitoring device—such as welcome instructions when you begin monitoring or a notification that your patch is offline. These are operational healthcare messages relating to your prescribed monitoring, not marketing messages. By providing your mobile phone number, expressly accepting these Terms in the app, and using the Service, you consent to receive these messages at that number. Opting out of these texts will not affect your monitoring Service. Message frequency varies, and message and data rates may apply.

To stop texts: Reply STOP to any message. You may receive a one-time confirmation message. Reply HELP for help or more information. Opting out of texts won’t affect other communication channels or your monitoring Service.

We do not share or sell your mobile phone number or SMS consent information with third parties for their own marketing or promotional purposes. See the SmartCardia Privacy Policy for details.

Need help? Visit https://www.smartcardia.com/contact/, or call +1 800 522 0078.

5. Notifications and Automatic Alerts

We may send you notifications, links to information, or suggested actions based on our analysis of your Communications Data. These notifications are informational only—SmartCardia makes no guarantees about their accuracy, reliability, completeness, or timeliness. Any reliance on them is at your own risk.

6. Returning the Equipment

You must return the Equipment to SmartCardia using the return method included in your packaging (or as otherwise instructed) as soon as your wear time ends—whether that’s at the end of the period your physician prescribed, because of a Service malfunction or other reason. If you don’t return the Equipment promptly, you may be billed for it.

7. Billing, Insurance, and Your Financial Responsibility

Insurance Assignment. By using the Service, you authorize your insurance company to pay SmartCardia directly for the Services. Your insurer may not pay the full amount charged for the Service. You assign to SmartCardia your rights to receive insurance benefits for these Services, including the right to release medical information to your insurer as needed to process claims. You also appoint SmartCardia as your representative for the limited purpose of receiving those benefits, and you agree to cooperate with any appeals SmartCardia may undertake.

What you owe. It’s your responsibility to understand what your insurance covers. You are responsible for paying any amount your insurance doesn’t cover, including deductibles and out-of-pocket costs. You’ll receive a Patient Bill after SmartCardia gets an explanation of payment from your insurer. That bill is due upon receipt (or as indicated on the bill).

If payment is not received as required, unpaid balances may be referred to a collection agency.

8. Things You Agree Not to Do

When using the Service, you agree not to (and not to help others):

• Use the Service from a jurisdiction where it isn’t authorized, for any illegal purpose, or in violation of any law.
• Do anything that could harm others or damage SmartCardia’s reputation.
• Violate any third party’s intellectual property, privacy, or other rights.
• Upload advertising, unlawful, defamatory, or otherwise objectionable content.
• Use scrapers, bots, or unauthorized data-gathering tools.
• Interfere with the Service’s security, operation, or other users’ experience (including uploading viruses or malicious code).
• Impersonate any person or entity, or misrepresent your affiliation.
• Modify, translate, copy, or create derivative works from the Service.
• Assign, sublicense, sell, or transfer your access to the Service or any Materials (as defined below).

9. When Access May End

If you violate these Terms, your permission to use the Service terminates automatically. SmartCardia may also suspend or terminate your access at any time—if you breach these Terms, if we discontinue part of the Service, or for any other reason. We may also modify or discontinue the Service (or certain features) at any time without notice. To the fullest extent permitted by law, SmartCardia is not liable for any changes, suspension, or termination.

10. Privacy Policy and Additional Terms

Privacy. Please read the SmartCardia PP carefully. By using the Service, you consent to how we collect, use, store, and share your personal information as described there.

Additional Terms. Your use may be subject to additional terms, policies, or rules we post or link to from the Service (“Additional Terms”), such as end-user license agreements or informed consent forms. Those Additional Terms are part of these Terms.

11. Changes to These Terms

We may update these Terms from time to time. If we make changes that materially affect your rights, we’ll notify you by email or through the Service. Material changes take effect when you accept them or continue using the Service after notification, whichever comes first. Non-material changes take effect when published. Any disputes will be governed by the version of the Terms in effect when the dispute arose.

12. Ownership and Intellectual Property

SmartCardia owns and operates the Service. All visual interfaces, graphics, design, data, software, and other elements of the Service (“Materials”) are protected by intellectual property laws and belong to SmartCardia or our licensors. You may not use the Materials except as expressly permitted here. Unauthorized use may violate applicable laws and will terminate your license.

13. Feedback

If you choose to share suggestions or ideas about the Service (“Feedback”), you grant SmartCardia an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use that Feedback in any way, including to improve the Service and develop new products.

14. Your Responsibility (Indemnification)

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND AND HOLD HARMLESS SMARTCARDIA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, SUBSIDIARIES, AND AGENTS (THE “SMARTCARDIA ENTITIES”) FROM ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM: (A) YOUR USE OF THE SERVICE; (B) YOUR VIOLATION OF THESE TERMS OR ANY APPLICABLE LAW; (C) YOUR VIOLATION OF ANY THIRD PARTY’S RIGHTS; (D) ANY DISPUTE BETWEEN YOU AND A THIRD PARTY; OR (E) ANY FRAUD, INTENTIONAL MISCONDUCT, CRIMINAL ACTS, OR NEGLIGENCE ON YOUR PART. WE MAY ASSUME CONTROL OF THE DEFENSE OF ANY SUCH CLAIM AT OUR EXPENSE.

15. Disclaimers — No Warranties

Important: The following disclaimer is presented in upper case text because the law requires certain warranty disclaimers to be conspicuous.

THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. THE SMARTCARDIA ENTITIES DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SMARTCARDIA OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FROM YOUR USE OF THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM USING THE SERVICE.

SMARTCARDIA IS NOT RESPONSIBLE IF YOU CANNOT ACCESS THE SERVICE DUE TO INTERNET, TELEPHONE, OR OTHER CONNECTIVITY ISSUES. NEITHER THE SERVICE NOR ANY SUPPORT FROM SMARTCARDIA STAFF IS INTENDED TO PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR ANOTHER QUALIFIED MEDICAL PRACTITIONER.

Some jurisdictions do not allow disclaimers of certain warranties, so some of the above may not apply to you. You may have additional rights that vary by jurisdiction.

16. Limits on Our Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SMARTCARDIA ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, DIMINISHED VALUE, OR REPUTATIONAL HARM) ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE LEGAL THEORY AND WHETHER OR NOT WE WERE INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS OR THE SERVICE IS LIMITED TO $100.

Some jurisdictions don’t allow these limitations. If so, the above may not fully apply to you. Nothing in these Terms limits liability that cannot be limited by law.

Each limitation, disclaimer, and exclusion in these Terms is intended to allocate risk between the parties and is an essential part of the agreement. These provisions are severable and apply even if any limited remedy fails of its essential purpose.

17. Events Beyond Our Control (Force Majeure)

SmartCardia will be excused from performing under these Terms during any period it is prevented from doing so by events beyond its reasonable control, including severe weather, acts of war or terrorism, civil unrest, quarantines, labor strikes, telecommunications or internet disruptions, unauthorized access to our systems, or other similar events.

18. Governing Law and Where Disputes Are Heard

These Terms are governed by the laws of the State of Illinois, USA, without regard to conflict-of-laws principles. If a lawsuit is permitted under these Terms, you and SmartCardia agree to the exclusive jurisdiction of state and federal courts in Chicago, Illinois.

19. General Provisions

These Terms (together with the SmartCardia PP and any incorporated Additional Terms) are the entire agreement between you and SmartCardia regarding the Service. These Terms may only be amended in a writing signed by authorized representatives of both parties. You may not assign these Terms without our consent; we may assign them at any time. A waiver of any breach is not a waiver of any other or future breach. If any part of these Terms is unenforceable, it will be given effect to the greatest extent possible, and the rest remains in full force. Upon termination, the “No Medical Advice” section and Sections 3, 6, 8–10, and 12–24 survive.

20. Dispute Resolution and Arbitration

1. Generally. In the interest of resolving disputes efficiently and cost-effectively, you and SmartCardia agree that, to the fullest extent permitted by law, every dispute arising from these Terms will be resolved by binding arbitration. Arbitration is less formal than court—it uses a neutral arbitrator instead of a judge or jury, may involve more limited discovery, and is subject to very limited judicial review. The arbitrator can award the same damages and relief that a court can award. This covers all claims arising out of or relating to these Terms, regardless of legal theory, and regardless of whether the claim arises during or after termination of these Terms. BY ENTERING INTO THESE TERMS, YOU AND SMARTCARDIA EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED BY LAW.
2. Exceptions. Either party may still: (i) bring claims in small claims court; (ii) pursue enforcement through applicable government agencies; (iii) seek injunctive relief in court; or (iv) file suit for intellectual property infringement.
3. How Arbitration Works. Arbitration will be governed by the Federal Arbitration Act and administered by JAMS under its Comprehensive Arbitration Rules (with Expedited Procedures), before one arbitrator in Illinois. JAMS Rules and forms are available at https://www.jamsadr.com/adr-rules-procedures/ or by contacting SmartCardia.
4. Before Arbitration Begins. The party seeking arbitration must first send a written Notice of the dispute to the other party by certified mail or FedEx (signature required)—or by email if no current physical address is available. SmartCardia’s address: 2800 South River Road, Ste 420, Des Plaines, IL 60018. The Notice must describe the claim and the specific relief sought. The parties will try in good faith to resolve the matter within 30 days. If they can’t, either party may start arbitration.
5. Costs and Fees. For claims of $10,000 or less, SmartCardia will reimburse your filing fee, and you may choose to have the arbitration conducted by documents only, by phone, or in person. For claims over $10,000, fees are governed by JAMS Rules. If the arbitrator finds your claim frivolous (under the standard of Federal Rule of Civil Procedure 11(b)), standard fee rules apply and you agree to reimburse SmartCardia for fees it advanced. The arbitrator will issue a written decision explaining the findings and conclusions.
6. No Class Actions. To the fullest extent permitted by law, you and SmartCardia may only bring claims in an individual capacity—not as a plaintiff or class member in any class or representative proceeding. The arbitrator may not consolidate multiple people’s claims.
7. Changes to This Section. If we change this arbitration provision in the future (other than our Notice address), you may reject the change by sending written notice to SmartCardia within 30 days. If you reject the change, your access to the Service will end and the prior version of this arbitration provision will survive.
8. How to Opt Out. You may opt out of this arbitration agreement by mailing a signed Opt-Out Notice to SmartCardia, 2800 South River Road, Ste 420, Des Plaines, IL 60018, postmarked no later than 30 days after you first use the Service. The notice must include your name, address, phone number, and the email address linked to your Service account. If you opt out, SmartCardia will also not be bound by arbitration, but all other Terms remain in effect.
9. If This Section Is Unenforceable. If Section 21(f) or this entire Section 21 is found unenforceable, then this Section (except this paragraph) will be void and disputes will be governed by the jurisdiction rules in Section 19.
10. Time Limit on Claims. To the fullest extent permitted by law, any claim related to these Terms must be brought within one (1) year after the cause of action arises. This period cannot be extended except by written agreement of both parties.

21. Consent to Electronic Communications

By using the Service, you agree to receive electronic communications from us and agree that electronic notices satisfy any legal requirement for written communications. See the SmartCardia PP for details.

22. Export Compliance

You may not use the Service if you are subject to U.S. sanctions or sanctions consistent with U.S. law. You must comply with all applicable export and re-export restrictions.