Terms of Service

END USER LICENSE AGREEMENT – PONTOSENSE CARE PLATFORM

By creating an account, logging in, or using the Pontosense Care mobile application or web dashboard (collectively, the “Platform”), you (“you” or “End User”) agree to the following terms and conditions. This end user license agreement (the “Agreement”) forms a binding agreement between you and Pontosense Inc. (“Pontosense”, “we”, “our”).

If you do not agree to these terms, do not use the Platform.

1. PLATFORM AND SERVICES.

(a) Not Medical Advice. Pontosense is not a healthcare provider in any jurisdiction. The Platform is provided for informational purposes only alongside Pontosense Silver Shield hardware (the “Hardware”, and collectively, the “Services”) and are supplementary to any treatment, care, diagnosis or medical advice provided by licensed healthcare practitioners. The Platform and Services, and use thereof by any End User, are not professional medical, nursing or health advice, diagnosis, treatment, care or services in any jurisdiction and should not be relied upon as professional medical, nursing, or health advice. The Platform, Services, and use thereof by any End User, is not, and should not be intended to be, a substitute for professional medical advice, diagnosis, treatment or care to be provided by licensed healthcare practitioners. By entering into this Agreement, you acknowledge and agree, that the (i) Platform and Services shall not constitute professional medical, nursing or health advice; (ii) you are solely responsible for individual medical care or medical care services, whether interventional, therapeutic, preventive, or otherwise; and (iii) you are solely responsible for all medical decisions related to or arising from the use of the Platform and Services, including, but not limited to, treatment plans, diagnoses, and the interpretation of data or results generated by the Platform and Services (including, for greater certainty any intervention required or contemplated as a result of an alert notifying an End User of a fall or any other event). Pontosense is not responsible for your medical judgment or any consequences arising from your use of the Platform and Services.

(b) Intended Use. The Platform is intended to serve as a non-medical remote monitoring and alerting tool to assist authorized caregivers, family members, and other approved users (collectively, “Authorized Users”) in gaining greater visibility into daily movement patterns and potential fall events of individuals within a monitored space equipped with the Hardware. The Services are not capable of confirming medical conditions, determining injury severity, or guaranteeing emergency intervention. They are provided as a supplemental tool only and are not intended to replace human supervision, emergency response systems, or professional healthcare services. The accuracy of detection and alerting may vary depending on environmental factors, sensor placement, and user configuration. The Platform is intended for use in residential, assisted living, or supervised care environments, and must be deployed and operated in accordance with Pontosense’s documentation and recommended practices. The Services should not be relied upon as the sole means of determining whether a person has fallen or is in need of assistance.

(c) Use Restrictions. You shall not, and shall not permit any third party to, access or use the Platform or the Services, as the case may be, for any purposes beyond the scope of the use and access granted herein. You shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services and/or Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services and/or Platform; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services and/or Platform, in whole or in part, or access or use the Services and/or Platform to develop or create a competitive service or product; (iv) remove any proprietary notices from the Services and/or Platform; (v) use the Services and/or Platform for any purpose that infringes, misappropriates or violates any intellectual property right or other right of any person, or that otherwise violates applicable law; (vi) frame or mirror any part of the Services and/or Platform, or otherwise incorporate any portion of the Services and/or Platform into any product or service; (vii) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of or visitor to the Services and/or Platform; (viii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services and/or Platform, or any systems or networks connected to them; (ix) use the Services and/or Platform to send spam, or to store or transmit any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data; (x) access or use the Services and/or Platform that is (expressly or implicitly) not intended for use by you or any Authorized User; (xi) use any non-Pontosense automation code in relation to the Services and/or Platform (including any "spider" or "bot"); (xii) probe, scan or test the vulnerability of the Services and/or Platform or any network or systems connected to them, or breach the security or authentication measures on them or on any network connected to them; (xiii) use, employ, operate, or create a computer program to simulate the human behaviour ("Bots") or user activity in relation to the Services and/or Platform; or (xiv) use, employ or operate Bots or other similar forms of automation to engage in any activity through the use of the Services and/or Platform; (xv) purchase, sell or facilitate the purchase or sale of any End User or Authorized User accounts to other users or third parties for cash or digital asset consideration.

(d) Modifications to the Services. Pontosense may modify the Platform and Services from time to time without notice to you.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Pontosense may temporarily suspend your access to any portion or all of the Platform if: (i) Pontosense reasonably determines that (A) there is a threat or attack on any of the Platform or the Services, (B) your use of the Platform or the Services disrupts or poses a security risk to Pontosense or to any other user, client or vendor of Pontosense, (C) any End User using the Platform or the Services for fraudulent or illegal activities, (D) subject to applicable law, you become the subject of any bankruptcy, insolvency, or debt relief proceeding, (E) Pontosense provision of the Services or the Platform to any Authorized User is prohibited by applicable law, or (F) your failure to pay undisputed fees due under this Agreement within a reasonable period after written notice of non-payment; (ii) any vendor of Pontosense has suspended or terminated Pontosense’ access to or use of any Vendor services or products required to enable your access or use of the Services or the Platform; or (iii) in accordance with Section 3 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Pontosense shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Services following any Service Suspension. Pontosense shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Pontosense will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a Service Suspension, unless the Service Suspension is a result of the gross negligence or willful misconduct of Pontosense.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Pontosense may monitor your use of the Platform and Services and collect and compile Aggregated Statistics. As between Pontosense and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Pontosense. You acknowledge that Pontosense may compile Aggregated Statistics based on your data (except those in identifiable form) inputted into or used to provide the Services. You agree that Pontosense may use Aggregated Statistics to the extent and in the manner permitted under applicable law, including to develop, optimize, benchmark, or measure Pontosense’ products or services and for internal research, analytical and informational purposes related to your use of Pontosense products or services, provided that such Aggregated Statistics do not identify you or include any of your personal information.

2. END USER RESPONSIBILITIES.

(a) Users. You are solely responsible and liable for all use of the Platform and Services, including the installation and maintenance of Hardware, or any use or misuse of Hardware by you, resulting from access provided by Pontosense, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. You agree to the following: (i) you must be at least 18 years of age to use the Platform, or have the express consent and supervision of a legal guardian if under 18, (ii) you are solely responsible for maintaining the confidentiality of your login credentials and for all activity under your account, (iii) you shall use all reasonable efforts to protect your account, including using strong passwords and not sharing your credentials with any other individual, (iv) you will not, directly or indirectly, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify or create derivative works of the Platform and Services, and (v) you agree not to use the Platform or Services in any unlawful, unauthorized, fraudulent, or harmful manner, including but not limited to interfering with the proper operation of the Services, gaining unauthorized access to other users’ data, or violating any applicable laws or regulations.

(b) Hardware and Updates. You shall have exclusive ownership of the Hardware, and title to the Hardware shall pass to you upon delivery to your designated delivery address. You assume all risk of loss, damage, or destruction of the Hardware from the moment of delivery. You are solely responsible for ensuring that the Hardware remains up to date with the latest firmware and software updates provided by Pontosense. For greater clarity, it is your responsibility to install all such updates and to ensure that the Hardware continues to operate in accordance with its intended specifications. Pontosense shall not be responsible for any degradation in functionality resulting from failure to install available updates.

3. FEES.

(a) Monthly Subscription. You shall pay the applicable fees (“Fees”) as set forth in the relevant subscription plan, without offset or deduction, to Pontosense or, as applicable, to an authorized Pontosense partner, depending on the agreed commercial arrangement. Unless otherwise specified, Fees include monthly subscription charges for access to the Platform and related Services. Payments may be processed through a third-party platform such as Stripe or via an authorized Pontosense partner, and are subject to the applicable terms and conditions. Access to the Platform is conditional upon timely payment of applicable SaaS subscription fees for each active device. If you fail to make any payment when due, and without limiting Pontosense’s other rights and remedies, Pontosense may suspend your access to the Platform and Services until full payment is received.

(b) Optional Features and Subscription Upgrades. Pontosense may, from time to time, introduce optional new features, modules, or services that are not included in your current subscription plan. Access to such new or premium features may require additional monthly Fees. Where applicable, Pontosense will provide reasonable notice of any such new charges prior to activation. These features will be announced via email newsletters or in-app notifications, and End Uers will have the option to upgrade or add them on top of their existing subscription directly through the Stripe billing platform. Continued use of such features after notification and activation constitutes your acceptance of the additional fees.

4. DATA ACCOUNT AND PRIVACY

By using the Platform and Services, you consent to the collection and use of your personal information as described in this Agreement. Personal information may include email address, account credentials, usage patterns, device activity data, and other information you provide through the Platform. The data is used to provide and improve the Services, respond to support requests, and personalize your experience. Pontosense implements reasonable administrative, technical, and physical safeguards designed to protect your personal information against unauthorized access, loss, or misuse. However, no system can be completely secure, and you acknowledge that use of the Platform is at your own risk. You have the right to access, correct, or request deletion of your personal information by contacting support@pontosense.com. Certain requests may limit or restrict your ability to use the Platform or receive Services. Except as required by law or as otherwise set out in this Agreement, Pontosense will not sell, rent, or disclose your personal information to third parties without your consent. For more information about what data Pontosense collects, please visit our Privacy Policy: https://www.pontosense.com/privacy-policy.

5. WARRANTIES AND DISCLAIMER.

(a) Warranties for Platform. Pontosense represents and warrants that during the Term and subject to Section 8(b), the Platform will perform and operate materially in accordance with the applicable Documentation. For any breach of this warranty, the End User’s exclusive remedy and Pontosense’ entire liability will be for Pontosense to use commercially reasonable efforts to cause the Platform to comply with the foregoing warranty within a reasonable period of time. For greater certainty, Pontosense makes no representation or warranty regarding uptime, availability, or accuracy of the Platform, Services or any other the Pontosense technology.

(b) Warranties for Hardware. THIS AGREEMENT INCLUDES A LIMITED MANUFACTURER’S WARRANTY. UNLESS EXPRESSLY PROVIDED BY PONTOSENSE, NO WARRANTY IS PROVIDED ON ANY OF THE HARDWARE BEYOND THE MANUFACTURER’S WARRANTY. This Hardware warranty will extend to the End User who purchases such Hardware. For more information about Pontosense’s limited Hardware warranty, please visit our Terms of Purchase: https://www.pontosense.com/terms-of-purchase.

(c) Proper Use and Exclusive Remedy. The warranties set out in Sections 5(a) and 5(b) are subject to the End User’s proper use of the Services (and for clarity, including End User’s proper installation, use, and maintenance of the Hardware). The warranties set out in these Sections 5(a) and (b) shall not apply where: (i) the End User has misused the Services, Hardware, or the Platform; (ii) where the warranty issue arising is a result of use of the Services, Hardware, or Platform in combination with data, software, hardware, equipment, or technology not provided by Pontosense or authorized by Pontosense in writing; (iv) modifications to the Services, Hardware, or Platform not made by Pontosense; (v) the issue arises from your data; or (vi) the issue arises from the use of Third-party Products. The warranties set out in Sections 5(a) and 5(b) shall be End User’s sole and exclusive remedy and Pontosense’ sole remedy under said warranties.

(d) NO FURTHER WARRANTIES AND DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, THE PONTOSENSE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND PONTOSENSE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PONTOSENSE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PONTOSENSE MAKES NO WARRANTY OF ANY KIND THAT THE PONTOSENSE PLATFORM, ANY SERVICES OR DELIVERABLES, OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, DEFECTS OR ERRORS. PONTOSENSE MAKES NO WARRANTY OF ANY KIND AND DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR DISCLAIMERS IN RELATION TO ANY THIRD-PARTY PRODUCTS, VENDOR PRODUCTS OR SERVICES, OR DATA STORAGE PROVIDER USED IN CONJUNCTION WITH THE PONTOSENSE TECHNOLOGY OR THE SERVICES. PONTOSENSE MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY RESULTING FROM ANY THIRD-PARTY PRODUCTS OR ANY PRODUCTS OR SERVICES PROVIDED BY A DATA HOSTING OR STORAGE PROVIDER USED IN CONJUNCTION WITH THE SERVICES PROVIDED BY PONTOSENSE.

6. INDEMNIFICATION.

You shall indemnify, defend (at Pontosense’s option), and hold harmless Pontosense and any authorized Pontosense partner from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) (“Losses”) arising out of or resulting from any third-party claim (“Third-Party Claim”) alleging that (a) your data, or the use of your data in accordance with this Agreement, infringes, misappropriates, or violates any third party’s intellectual property or privacy rights, or (b) arising from your: (i) negligence or willful misconduct; (ii) use of the Services or Platform in a manner not authorized by this Agreement; (iii) use of the Services or Platform in combination with data, software, hardware, equipment, or technology not provided or approved in writing by Pontosense; or (iv) modifications to the Services or Platform not made by Pontosense. You may not settle any Third-Party Claim without Pontosense’s prior written consent. Pontosense may, at its option, assume control of the defense or participate in the defense using counsel of its choice.

7. LIMITATION OF LIABILITY.

(a) (a) IN NO EVENT WILL PONTOSENSE OR PONTOSENSE AUTHORIZED PARTNERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, SAVINGS, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER YOU WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

(b) IN NO EVENT WILL PONTOSENSE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PONTOSENSE UNDER THE APPLICABLE STATEMENT OF WORK RELATING TO EVENT GIVING RISE TO THE CLAIM.

8. GENERAL.

(a) Force Majeure. In no event shall Pontosense be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Pontosense’ reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, interruptions, loss or malfunction of data, utilities, communications, internal or other computer (hardware, software, network or system) services or facilities, or passage of law or any action taken by a governmental or public authority, including imposing an embargo ("Force Majeure Event").

(b) Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(c) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(d) Governing Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

(e) Amendments and Modifications. Pontosense may update, modify, or revise this Agreement at any time, with or without prior notice to you. Continued use of the Platform and Services after any changes to the Agreement have been posted constitutes your acceptance of the updated terms. The most current version of this Agreement will always be available at www.pontosense.com/terms-of-use, and it is your responsibility to review it periodically.

(f) Contact Information. If you have questions about this Agreement, you may contact Pontosense Inc. at support@pontosense.com.