END USER LICENSE AGREEMENT — MGsolutions Medical Device Software
Effective Date: April 3, 2026 Version: 2.1
IMPORTANT — READ CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE.
This End User License Agreement ("Agreement") is a legally binding contract between You and MGsolutions Inc. By installing, copying, or otherwise using the Software, You acknowledge that You have read, understood, and agree to be bound by the terms of this Agreement. If You do not agree, do not install or use the Software.
THE SOFTWARE COVERED BY THIS AGREEMENT IS A MEDICAL DEVICE (SaMD) REGISTERED UNDER APPLICABLE MEDICAL DEVICE REGULATIONS. USE OF THIS SOFTWARE IS RESTRICTED TO AUTHORIZED HEALTHCARE PROFESSIONALS AND IS SUBJECT TO THE INSTRUCTIONS FOR USE (IFU) PROVIDED WITH THE SOFTWARE.
§1. DEFINITIONS
"Agreement" means this End User License Agreement, including any schedules, exhibits, or amendments. This Agreement applies exclusively to medical device Software as defined herein. Any non-medical software product distributed by the Company is governed by a separate, independent End User License Agreement and is not subject to this Agreement.
"Company" means MGsolutions Inc., a corporation organized under the laws of the Republic of Korea, with its principal office at 1F, 5F, 10 Donggyo-ro 23-gil, Mapo-gu, Seoul, Republic of Korea, 03992.
"Software" means any medical device software application developed and distributed by the Company that is registered, cleared, or approved as a medical device under applicable regulatory frameworks, including but not limited to: Moti Physio Med (EU MDR Class I SaMD, UDI-DI: 880033257MPM01A3), and any other medical device software product released by the Company, as identified in the applicable Order Form, including all Updates provided by the Company. Each Software product governed by this Agreement has its own Instructions for Use (IFU) which defines its specific Intended Use, Intended Users, contraindications, warnings, and regulatory classification.
"User" or "You" means the authorized healthcare professional or healthcare entity that has obtained a license to use the Software under this Agreement.
"Order Form" means the purchase order, subscription agreement, or other ordering document executed between You (or Your authorized distributor) and the Company that specifies the License Model, License Fee, and License Term.
"License Model" means the type of license granted, which shall be one of the following as specified in the Order Form:
(a) Subscription License: a time-limited license for a specified term, automatically renewing unless terminated;
(b) Perpetual License: an indefinite license to use the version of the Software available at the time of purchase; or
(c) Per-Device License: a license limited to one designated device.
"License Fee" means the fee paid or payable by You for the license, as specified in the Order Form.
"License Term" means the duration of the license, as specified in the Order Form.
"Update" means any patch, bug fix, update, upgrade, new version, or modification to the Software that the Company makes generally available.
"Instructions for Use" or "IFU" means the Instructions for Use document provided with the Software, as amended from time to time, which sets forth the Intended Use, Intended Users, contraindications, warnings, precautions, residual risks, and operating instructions for the Software, in compliance with MDR 2017/745 Annex I Chapter III §23.
"Documentation" means the IFU and any additional user manuals, technical documentation, help files, and other materials provided by the Company in connection with the Software.
"Intended Use" means the use of the Software as defined in the IFU §2.1: to capture and visualize a person's static and dynamic posture and joint positions, producing 3D representations and surface-contour images to illustrate body alignment and before/after changes. The qualitative or semi-quantitative indicators generated serve as reference information to support physical therapists and other medical professionals when observing musculoskeletal function and designing exercise or rehabilitation programs. The Software neither delivers calibrated measurements nor makes diagnoses and treatment decisions. All clinical interpretation and decisions remain entirely with the professional user.
"Intended Users" means authorized healthcare professionals, such as physical therapists, as defined in the IFU §2.3.
"Compatible Hardware" means any off-the-shelf RGB-Depth camera or other peripheral device that meets the technical specifications set forth in the Documentation. Compatible Hardware is a general-purpose industrial product and is not part of the Software.
"Confidential Information" means all non-public information disclosed by the Company in connection with the Software, including but not limited to source code, object code, algorithms, AI model weights, data models, technical specifications, business plans, pricing, and customer data.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, database rights, moral rights, rights in know-how, and all other intellectual property rights, whether registered or unregistered, worldwide.
"Personal Data" has the meaning given in applicable data protection laws, including GDPR Art.4(1), Korea PIPA Art.2(1), and CCPA §1798.140(v).
"Patient Data" means any data entered into or generated by the Software that relates to an identified or identifiable patient, including but not limited to patient name, date of birth, analysis results, posture images, skeletal data, and measurement records.
"Processing Services" means the server-side data processing performed by the Company's infrastructure (including cloud services) on data transmitted from the Software, as further described in Section 10.
"EU Authorized Representative" means CMC Medical Devices & Drugs S.L., C/ Horacio Lengo n18, C.P 29006, Málaga, Spain, Tel: +34-951-214-054, acting as the Company's authorized representative within the European Union pursuant to MDR 2017/745 Art.11.
§2. LICENSE GRANT
2.1 Grant. Subject to Your compliance with this Agreement, the IFU, and payment of the applicable License Fee, the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely: (a) in accordance with the Intended Use; (b) by Intended Users; and (c) in accordance with the applicable License Model specified in Your Order Form.
2.2 One License, One Device. Each license granted under this Agreement entitles You to install the Software on one (1) personal computer only. You may not install, copy, or run the Software on any additional device under the same license. If You wish to use the Software on more than one device, You must purchase a separate license for each device.
2.3 Scope by License Model.
(a) Subscription License: You may use the Software during the License Term on one (1) device. Upon expiration or termination of the License Term, Your right to use the Software ceases immediately.
(b) Perpetual License: You may use the version of the Software available at the time of purchase indefinitely on one (1) device, subject to the terms of this Agreement. Access to Updates beyond the initial warranty period (if any) requires a separate maintenance agreement or additional fee.
(c) Per-Device License: You may install and use the Software only on the one (1) specific device designated in the Order Form. Migration to a replacement device requires prior written approval from the Company.
2.4 Permitted Use. You may use the Software for commercial purposes in the ordinary course of Your healthcare practice, solely within the scope of the Intended Use as defined in the IFU. This Agreement does not restrict commercial use of the Software within its Intended Use.
2.5 User Qualification. By accepting this Agreement, You represent and warrant that You are an authorized healthcare professional (such as a physical therapist) or a healthcare entity employing such professionals, and that the Software will be operated only by Intended Users as defined in the IFU §2.3. Use of the Software by individuals who are not Intended Users is a material breach of this Agreement.
2.6 Reservation of Rights. All rights not expressly granted herein are reserved by the Company. The Software is licensed, not sold.
2.7 No Implied Licenses. Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Software beyond the scope expressly stated herein.
§3. INTENDED USE, REGULATORY CLASSIFICATION, AND IFU COMPLIANCE
3.1 Regulatory Classification. The Software is classified as a Class I medical device (Software as a Medical Device, SaMD) under EU MDR 2017/745. The Software is CE marked in accordance with the applicable conformity assessment procedures.
3.2 Intended Use Limitation. You shall use the Software only for the Intended Use as defined in the IFU §2.1 and Section 1 of this Agreement. You shall not use the Software for any purpose beyond the Intended Use, including but not limited to:
(a) as the sole or primary basis for medical diagnosis or treatment decisions (IFU §2.5);
(b) as a source of calibrated measurements (IFU §2.1, §2.6);
(c) for patient populations not described in the IFU §2.4; or
(d) for any purpose that would cause the Software to be classified under a higher risk class (e.g., Class IIa or above under MDR Annex VIII).
3.3 IFU Incorporation. The IFU is hereby incorporated into this Agreement by reference. You acknowledge that You have received, read, and understood the IFU. Compliance with the IFU is a material obligation under this Agreement. In the event of any conflict between this Agreement and the IFU regarding the Intended Use, contraindications, warnings, precautions, or residual risks, the IFU shall prevail.
3.4 Contraindications. You shall observe and comply with all contraindications set forth in the IFU §2.5, including but not limited to:
(a) the Software is not to be used as the sole basis for medical diagnosis or treatment decisions;
(b) patients with acute trauma or severe neuromusculoskeletal conditions require prior physician evaluation before use of the Software; and
(c) consistent footwear, clothing, lighting, and floor level must be maintained during follow-up sessions to minimize variability.
3.5 Warnings and Precautions. You shall observe and comply with all warnings (IFU §3.1), precautions (IFU §3.2), and residual risks (IFU §3.3) set forth in the IFU. In particular:
(a) the Software is not intended for diagnostic use and does not provide automated treatment recommendations;
(b) the Software should be operated under professional supervision;
(c) patients with photosensitivity or a history of seizures triggered by strong light or patterns are prohibited from being assessed using the Software;
(d) security controls shall be installed on the PC where the Software is installed, including regular malware scans; and
(e) in case of cybersecurity threats or incidents, You shall immediately contact the Company at +82-70-4365-7740.
3.6 Clinical Responsibility. All clinical interpretation of the Software's output and all treatment decisions remain entirely with You as the professional user. The Company does not provide clinical judgment, and the Software does not replace the professional assessment of a qualified healthcare provider. You assume full responsibility for all clinical decisions made using or informed by the Software's output.
§4. INTELLECTUAL PROPERTY OWNERSHIP
4.1 Ownership. The Software, including all source code, object code, user interfaces, algorithms, AI model weights, Documentation, and all associated Intellectual Property Rights, is and shall remain the sole and exclusive property of the Company. No Intellectual Property Rights are transferred to You under this Agreement.
4.2 Derivative Works. You shall not create, or attempt to create, any derivative works, adaptations, translations, or modifications of the Software. In the event that any derivative work is created in violation of this Section, all Intellectual Property Rights in such derivative work shall automatically vest in the Company without further action or notice.
4.3 Feedback. Any suggestions, enhancement requests, recommendations, or other feedback provided by You regarding the Software ("Feedback") shall be the exclusive property of the Company. You hereby irrevocably assign to the Company all right, title, and interest in and to such Feedback, including all Intellectual Property Rights therein.
4.4 Notices. You shall not remove, alter, or obscure any copyright notice, trademark, proprietary rights notice, UDI label, CE mark, or other identification placed on or contained in the Software or Documentation.
§5. USE RESTRICTIONS
5.1 Prohibited Activities. You shall not, and shall not permit any third party to:
(a) copy, reproduce, or duplicate the Software, in whole or in part, except for a single backup copy for archival purposes;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, data structures, or AI model parameters of the Software, except to the limited extent that such restriction is expressly prohibited by applicable mandatory law (including EU Directive 2009/24/EC Art.6 solely for interoperability purposes, and only after providing the Company written notice and a reasonable opportunity to provide the necessary interoperability information);
(c) modify, adapt, translate, or create derivative works based on the Software;
(d) distribute, sublicense, lease, rent, loan, sell, resell, or otherwise transfer the Software or any rights therein to any third party. Resale of the Software, including any second-hand, used, or pre-owned transfer, is strictly prohibited regardless of the License Model;
(e) use the Software to develop any product or service that competes with the Software;
(f) use the Software for benchmarking, comparative analysis, or performance evaluation intended for publication without the Company's prior written consent;
(g) circumvent, disable, or interfere with any security features, license key mechanisms, digital rights management, or technical protection measures of the Software;
(h) use the Software in any manner that violates applicable law, regulation, or third-party rights;
(i) use the Software for any purpose outside the Intended Use as defined in Section 3 and the IFU;
(j) use automated tools, scripts, or bots to access, interact with, or extract data from the Software beyond its normal operation;
(k) allow any person who is not an Intended User (IFU §2.3) to operate the Software; or
(l) make unauthorized modifications to the operating system of the PC on which the Software is installed, which may cause the Software to malfunction (IFU §3.2).
5.2 Transfer Prohibition. You may not assign, transfer, pledge, or otherwise dispose of this Agreement, or any rights or obligations hereunder, to any third party without the prior written consent of the Company, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Your assets. Any purported assignment in violation of this Section shall be null and void.
§6. UPDATES AND MODIFICATIONS
6.1 Updates. The Company may, in its sole discretion, develop and release Updates to the Software. For Subscription Licenses, Updates are included during the License Term. For Perpetual Licenses, Updates may require a separate maintenance agreement.
6.2 Mandatory Updates. The Company reserves the right to deploy mandatory Updates that are necessary for security, regulatory compliance, or the continued proper functioning of the Software. Given the medical device classification of the Software, You agree to install regulatory Updates promptly upon notification to ensure continued compliance with applicable medical device regulations.
6.3 Modification of Features. The Company reserves the right to modify, add, or remove features or functionality of the Software at any time. The Company will provide You with at least thirty (30) days' prior written notice of any material change that significantly reduces the core functionality described in the IFU. Any changes to the Intended Use will be communicated through an updated IFU.
6.4 Acceptance of Updates. Installation of any Update constitutes acceptance of any revised terms accompanying such Update. If You do not agree to the revised terms, Your sole remedy is to cease using the Software and terminate this Agreement in accordance with Section 14.
§7. CONFIDENTIALITY
7.1 Obligation. You acknowledge that the Software contains Confidential Information of the Company. You shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the Company's prior written consent; and (c) use Confidential Information solely for the purpose of exercising Your rights under this Agreement.
7.2 Standard of Care. You shall protect Confidential Information using at least the same degree of care You use to protect Your own confidential information, but in no event less than reasonable care.
7.3 Exceptions. The obligations in this Section do not apply to information that: (a) is or becomes publicly available through no fault of Yours; (b) was rightfully in Your possession before disclosure by the Company; (c) is independently developed by You without use of or reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided You give the Company prompt written notice and cooperate in seeking a protective order.
7.4 Survival. The obligations under this Section shall survive for five (5) years following the termination or expiration of this Agreement, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.
§8. HARDWARE INDEPENDENCE
8.1 Independent Products. The Software and Compatible Hardware are independent products. The Software is designed to operate with any Compatible Hardware that meets the technical specifications set forth in the IFU §1.4. The Software is not designed, manufactured, or intended to be used exclusively with any specific hardware device.
8.2 No Hardware Bundle. This Agreement governs only the licensing of the Software. Any Compatible Hardware (including but not limited to RGB-Depth cameras, foot plates, and tripods) is a separate general-purpose industrial product, subject to its own purchase terms, warranties, and conditions. The Company makes no representations or warranties regarding any Compatible Hardware.
8.3 Hardware Compatibility. The Software is compatible with off-the-shelf USB Video Class (UVC) compliant RGB-Depth cameras, as specified in the IFU §1.4 (e.g., Orbbec Astra Pro Series). Compatibility with a specific hardware device does not create any legal, regulatory, or contractual relationship between the Software and such device.
8.4 Regulatory Classification. The regulatory classification, certifications, and approvals applicable to the Software (CE MDR Class I SaMD) are independent of and separate from any certifications applicable to Compatible Hardware (e.g., CE EMC/RED, KC, FCC). Nothing in this Agreement shall be construed as creating an accessory relationship between the Software and any hardware device under EU MDR 2017/745 Art.2(2) or any other applicable regulatory framework.
§9. PATIENT DATA RESPONSIBILITY
9.1 Data Controller. You (or the healthcare entity You represent) are the data controller (within the meaning of GDPR Art.4(7) or equivalent applicable law) with respect to all Patient Data entered into or generated by the Software. You are solely responsible for the lawful collection, processing, storage, and disposal of Patient Data in accordance with all applicable data protection laws.
9.2 Company as Data Processor. To the extent that the Company processes Patient Data or Personal Data on Your behalf through the Processing Services, the Company acts as a data processor (GDPR Art.4(8)). The parties shall enter into a Data Processing Addendum ("DPA") in accordance with GDPR Art.28. The DPA, when executed, shall form an integral part of this Agreement.
9.3 Processing Services. Certain features of the Software require data to be transmitted from Your local device to the Company's servers for processing, and processed results are returned to Your local device. The data transmitted for Processing Services includes:
(a) technical measurement data (e.g., skeletal point coordinates, depth map data, surface contour data) necessary for the processing function; and
(b) body measurement photographs (e.g., front and side posture images, skeletal overlay images) captured during the measurement process, which constitute Patient Data and may constitute biometric data (a special category of Personal Data under GDPR Art.9 or Sensitive Data under Korea PIPA Art.23).
The Company processes such data solely for the purpose of providing the Software functionality, including body posture analysis, visualization of results, and progress tracking.
Technical measurement data is not retained beyond the time necessary to complete the processing. Body measurement photographs are retained for the duration specified in the Company's Privacy Policy, or until the data subject requests their deletion.
9.4 Data Minimization. The Company applies the principle of data minimization and does not collect data beyond what is necessary for the stated purposes. The collection and processing of body measurement photographs requires the patient's separate explicit consent, which You are responsible for obtaining at the time of patient registration, in accordance with GDPR Art.9(2)(a) and Korea PIPA Art.23. All processing of Patient Data shall be governed by the DPA.
9.5 Privacy Policy. The collection, use, and disclosure of Personal Data in connection with the Software is also governed by the Company's Privacy Policy, available at https://en.motiphysio.com/privacy-policy.
9.6 Your Responsibilities. You are solely responsible for:
(a) verifying patient information before analysis to avoid using incorrect patient data (IFU §3.2);
(b) obtaining all necessary consents and authorizations from patients prior to entering their data into the Software, including the separate explicit consent required for the processing of body measurement photographs under applicable data protection laws;
(c) not downloading or storing patient data for purposes other than clinical use (IFU §3.2);
(d) closing all accessed medical records after use (IFU §3.2);
(e) logging out after use to prevent unauthorized access by other users (IFU §3.2); and
(f) complying with all applicable data protection and medical records laws.
9.7 Security. The Company implements reasonable technical and organizational measures to protect data transmitted for Processing Services. You shall implement security controls on the PC accessing the Software and conduct regular scans to prevent malware infection, in accordance with IFU §3.2.
9.8 Data Deletion. Upon termination of this Agreement, the Company shall, at Your request, delete or return all Patient Data processed on Your behalf through the Processing Services, in accordance with GDPR Art.28(3)(g) and the terms of the DPA. When a patient requests deletion of their body measurement photographs, the Company will erase such data without undue delay from all systems, including cloud storage.
9.9 Processing of Anonymized Data. The Company may process data that has been de-identified or anonymized — meaning data from which all personally identifiable information has been irreversibly removed such that the data cannot reasonably be used to identify any individual — for the purposes of improving the accuracy and performance of the Software's algorithms and AI models, conducting research and development to enhance existing products or develop new features, and generating aggregated statistical or benchmarking reports. Such de-identified or anonymized data does not constitute Personal Data or Patient Data and its processing is not subject to the data subject rights described in the Company's Privacy Policy or Section 9.1 through 9.8 of this Agreement.
§10. ACCOUNT SECURITY
10.1 Credentials. You are responsible for maintaining the confidentiality of Your account credentials, including Your email address and any authentication codes used to access the Software. You shall not share Your credentials with any third party.
10.2 Unauthorized Access. You shall immediately notify the Company at global_cs@motiphysio.com (or +82-70-4365-7740 for cybersecurity incidents, per IFU §3.2) if You become aware of any unauthorized use of Your account or any other breach of security. The Company shall not be liable for any loss or damage arising from Your failure to maintain the security of Your credentials.
10.3 Session Management. You shall log out of the Software after each use session and close all accessed patient records, in accordance with IFU §3.2.
§11. DISCLAIMER OF WARRANTIES
11.1 AS IS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.
11.2 No Warranty of Clinical Outcomes. The Company does not warrant that: (a) the Software will meet Your clinical requirements or expectations; (b) the Software will be uninterrupted, timely, secure, or error-free; (c) the analysis results, visualizations, or data generated by the Software will be accurate, reliable, or complete; or (d) any errors in the Software will be corrected. As stated in the IFU §2.1 and §2.6, the Software does not provide calibrated measurements and does not make diagnoses or treatment decisions. All clinical interpretation and decisions remain entirely with You.
11.3 Residual Risks. The IFU §3.3 identifies certain residual risks inherent to the Software, including inaccurate skeletal point extraction, data loss, cybersecurity threats, incorrect patient data usage, software malfunction, and photosensitivity-related health risks. The Company has implemented mitigation measures as described in the IFU, but does not warrant that such risks are fully eliminated.
11.4 Third-Party Components. The Software may include third-party components, open-source libraries, or cloud services (including Amazon Web Services). The Company disclaims all warranties with respect to such third-party components to the maximum extent permitted by law.
11.5 Mandatory Warranty. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE MANDATORY LAW, INCLUDING:
(a) liability for the Company's willful misconduct or gross negligence under applicable law;
(b) conformity requirements under applicable consumer protection or digital content laws;
(c) obligations of the manufacturer under MDR 2017/745 Annex I that cannot be disclaimed; and
(d) warranties that cannot be disclaimed under applicable state or national consumer protection laws.
§12. LIMITATION OF LIABILITY
12.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL LICENSE FEES ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) THE MAXIMUM LIST PRICE FOR THE APPLICABLE LICENSE AS PUBLISHED BY THE COMPANY AT THE TIME OF THE EVENT.
12.3 Mandatory Exceptions. NOTWITHSTANDING SECTIONS 12.1 AND 12.2, NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY FOR:
(a) death or personal injury caused by the Company's negligence;
(b) fraud or fraudulent misrepresentation by the Company;
(c) the Company's willful misconduct or gross negligence;
(d) liability arising under EU Product Liability Directive 85/374/EEC (as applicable to defective products);
(e) manufacturer obligations under MDR 2017/745 that cannot be contractually excluded; or
(f) any other liability that cannot be limited or excluded under applicable mandatory law.
12.4 Clinical Responsibility. You acknowledge and agree that: (a) the Software provides reference information only and does not make clinical decisions; (b) all clinical interpretation and treatment decisions are Your sole responsibility; and (c) the Company shall not be liable for any adverse clinical outcome resulting from Your clinical interpretation of, or reliance upon, the Software's output.
12.5 Allocation of Risk. You acknowledge that the License Fee reflects the allocation of risk set forth in this Agreement. The Company would not enter into this Agreement without such limitations.
§13. INDEMNIFICATION
13.1 By You. You shall indemnify, defend, and hold harmless the Company from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
(a) Your use of the Software outside the Intended Use or in violation of the IFU;
(b) Your failure to comply with the warnings, contraindications, or precautions in the IFU;
(c) clinical decisions made by You or Your staff based on the Software's output;
(d) Your breach of any data protection obligation under Section 9; or
(e) any other breach of this Agreement by You.
§14. TERM AND TERMINATION
14.1 Term. This Agreement is effective as of the date You first install, access, or use the Software (whichever is earliest) and continues for the duration of the License Term, unless earlier terminated.
14.2 Subscription Renewal. For Subscription Licenses, the License Term shall automatically renew for successive periods equal to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. The Company may adjust the License Fee for each renewal term upon at least sixty (60) days' prior written notice.
14.3 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within seven (7) calendar days after receipt of written notice specifying the breach.
14.4 Immediate Termination. Notwithstanding Section 14.3, the Company may terminate this Agreement immediately upon the occurrence of any of the following:
(a) You breach Section 3 (Intended Use / IFU Compliance), Section 5 (Use Restrictions), or Section 7 (Confidentiality);
(b) You allow non-qualified individuals (non-Intended Users) to operate the Software;
(c) You use the Software for any unlawful purpose;
(d) You become insolvent, file for bankruptcy, or cease to operate; or
(e) You fail to pay the License Fee within thirty (30) days after the due date.
14.5 Remote Deactivation. You acknowledge and agree that the Company may remotely deactivate the Software: (a) immediately upon termination under Section 14.4; or (b) following the expiration of a seven (7) day cure period under Section 14.3 in which the breach remains uncured. The Company shall provide electronic notice of any deactivation.
14.6 Effects of Termination. Upon termination or expiration:
(a) all licenses granted hereunder shall immediately terminate;
(b) You shall immediately cease all use of the Software;
(c) You shall permanently delete all copies of the Software from all devices;
(d) You shall, within ten (10) days of termination, provide the Company with a written certification confirming compliance;
(e) You shall retain Patient Data in accordance with applicable medical records retention laws, independent of this Agreement; and
(f) Sections 4, 5, 7, 9, 11, 12, 13, 14.6, and 15 shall survive termination.
14.7 No Refund. Except as required by applicable mandatory law, License Fees are non-refundable upon termination.
§15. GENERAL PROVISIONS
15.1 Governing Law. This Agreement shall be governed by the laws of the Republic of Korea, without regard to its conflicts of law principles. To the extent that mandatory laws of Your jurisdiction cannot be waived, such mandatory laws shall apply.
15.2 Dispute Resolution. Any dispute shall be submitted to the exclusive jurisdiction of the Seoul Central District Court (서울중앙지방법원). If You are a consumer under applicable mandatory law, You may bring proceedings in the courts of Your habitual residence.
15.3 Export Compliance. You shall comply with all applicable export control and sanctions laws.
15.4 Entire Agreement. This Agreement, together with the Order Form, the IFU, the Privacy Policy, and any DPA, constitutes the entire agreement between the parties.
15.5 Amendments. The Company reserves the right to modify this Agreement with at least thirty (30) days' prior notice of material changes.
15.6 Severability. Invalid provisions shall be modified to the minimum extent necessary or severed.
15.7 Waiver. Failure to enforce any provision shall not constitute waiver.
15.8 Assignment by Company. The Company may assign this Agreement without Your consent.
15.9 Notices. To the Company: global_cs@motiphysio.com. To You: the email in Your account or Order Form.
15.10 Language. The English version prevails over any translation.
15.11 No Third-Party Beneficiaries. No third-party rights conferred.
15.12 Force Majeure. No liability for delay or failure due to causes beyond reasonable control.
§16. ACCEPTANCE MECHANISM
16.1 Click-Wrap. Upon initial installation or registration, You will be required to affirmatively accept this Agreement by checking a box and clicking "I Agree."
16.2 Browse-Wrap. Continued use following any Update or modification constitutes acceptance.
16.3 Professional Representation. By accepting this Agreement, You represent and warrant that: (a) You are an authorized healthcare professional or a duly authorized representative of a healthcare entity; (b) You have the authority to bind such entity to this Agreement; and (c) You have read and understood the IFU.
Manufacturer: MGsolutions Inc. 1F, 5F, 10 Donggyo-ro 23-gil, Mapo-gu, Seoul, Republic of Korea, 03992 TEL: +82-70-4365-7740 | E-mail: global_cs@motiphysio.com https://en.motiphysio.com
EU Authorized Representative: CMC Medical Devices & Drugs S.L. C/ Horacio Lengo n18, C.P 29006, Málaga, Spain Tel: +34-951-214-054
© 2018 MGsolutions Inc. All rights reserved. (This means the Software has been protected by copyright since its original creation in 2018. All intellectual property rights in the Software belong exclusively to MGsolutions Inc.)