Living With Patient End User Licence Agreement
This End User Licence Agreement (this “Agreement”) is made between Living With Ltd of 10 Queen Street Place, London, United Kingdom, EC4R 1AG, company registration number 10818605 (“Living With”, “we”, “us”) and yourself, the person that clicks to accept the terms outlined in this Agreement (“You”, “Your”, “Yourself”).
For the purpose of this Agreement, Living With is the licensor and You are the licensee. Living With has agreed to license You access to the App for the Permitted Purpose on the terms of this Agreement.
We do not sell the Software or Documentation to You and we remain the owners of the Software and Documentation at all times.
PLEASE READ THIS AGREEMENT – A CONTRACT WILL BE FORMED BETWEEN LIVING WITH AND YOU.
1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Aggregated Data: means data created for analysis, statistical or research purposes by us, that is the combination of Anonymised User Data and Anonymised Clinician Data;
Anonymised Clinician Data: means any data that is entered by a medical professional through your ongoing use of the Services, that has been anonymised to the standard outlined in the ICO’s ‘Anonymisation: Managing Data Protection Risk – Code of Practice’ or such other standard of anonymisation for publication purposes;
Anonymised User Data: means any data entered by either Yourself or that a medical professional enters about you during the Services, that has been anonymised to the standard outlined in the ICO’s ‘Anonymisation: Managing Data Protection Risk – Code of Practice’ or such other standard of anonymisation for publication purposes;
App: the Living With mobile application, including all content including text, information, data, software, executable code, images, audio, or video material in any medium or form provided to You.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect preserve the confidentiality of, confidential information (including know-how), and all other intellectual property rights.
Medical Device Laws: the Medical Devices Directive 93/42/EC and the UK Medical Devices Regulations 2002 whilst still in force and the Medical Devices Regulation 2017/745 (“MDR”) or equivalent UK law or regulation when in force.
Permitted Purpose: private, non-commercial and for information or medical treatment purposes only, subject to this Agreement.
Services: the services provided by us, to You through the App and as outlined on the Website.
Usage Rules: the usages rules set forth in the Apple Media Services Terms and Conditions available online here and any usage rules set forth in the Google Play Developer Distribution Agreement available online here and Android Enterprise Terms available online here.
- Website: our website at livingwith.health or such other website notified to You from time to time.
2. GRANT OF LICENCE & RESTRICTIONS
2.1 Living With hereby grants to You a non-transferable, non-exclusive, revocable worldwide licence to use the App on any compatible device that You own or control. Your licence shall also be subject to Your acceptance and compliance with the Usage Rules.
2.2 The licence granted to You is strictly limited to the Permitted Purpose and You shall use the App solely for the Permitted Purpose. You may not rent, lease, lend, sell, redistribute, sublicense or commercially exploit the App or make the App available for any commercial purpose to any third party.
2.3 You may not copy (except as expressly permitted by this Agreement and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the App).
2.4 You shall not modify, rent, lease, loan, sell, distribute, or create derivative works based on the App, in any manner or attempt to do so, and You shall not exploit the App in any unauthorised way whatsoever.
2.5 You agree not to use the App in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Living With is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the App.
2.6 You acknowledge that this Agreement is entered into between You and Living With. Although the App is downloaded to Your device from your app store provider, they are not a party to this Agreement and have no obligation to provide any maintenance and support services with respect to the App.
2.7 Your use of the App constitutes acceptance of this Agreement which may be amended from time to time by Living With. Living With reserves the right to change or modify this Agreement or any other policies related to use of the App at any time. Your continued use of the App following notification of these changes or modifications will constitute acceptance of such changes or modifications.
3. LIVING WITH’S OBLIGATIONS AND RIGHTS
3.1 Living With may require You to cease any or all use of the App if it reasonably believes that Your use of this App infringes the Intellectual Property Rights of any third party or breaches any applicable law or regulation. In this instance, Living With may, at its option either:
3.1.1 provide You with alternative content so as to avoid the infringement;
3.1.2 suspend Your access to the App temporarily until a solution to the infringement is identified; or
3.1.3 terminate this Agreement immediately on written notice.
4. YOUR OBLIGATIONS AND RIGHTS
4.1 You shall comply with all applicable laws in performing Your obligations and Your rights under this Agreement.
4.2 The App is designed for use and is operated by Living With in the United Kingdom. Living With make no warranties or representations that use of the App and our Service is lawful or available for use in any jurisdictions outside of the United Kingdom. If You access the App and therefore our Services outside of the United Kingdom then You are responsible for ensuring that You comply with the local laws and regulations in Your country.
4.3 You shall not infringe any Intellectual Property Rights in existence at any time in respect of the App.
4.4 If You become aware of any misuse of the App, or any security breach in connection with this Agreement that could compromise the security or integrity of the App or otherwise adversely affect Living With, You agree to promptly notify the Living With and fully co-operate with us to remedy the issue as soon as reasonably practicable. Living With may suspend Your access to the App until the misuse or security breach is remedied.
5. DIGITAL RIGHTS MANAGEMENT (“DRM”)
5.1 You shall respect and not circumvent any DRM and ensure that the App is used within the scope of the rights granted to You.
5.2 You shall not copy, transfer or communicate the App to any other member of the public or in any way exploit the App other than as permitted by this Agreement.
5.3 You shall not remove, bypass, circumvent, neutralise, or modify any of the DRM and technological protection measures used for the App.
6. INTELLECTUAL PROPERTY AND DATA USE
6.1 All Intellectual Property Rights in the App and the Services throughout the world belong to us (or our licensors) and the rights in the App and the Services are licensed (not sold) to You. You have no Intellectual Property Rights in, or to, the App, the Documentation or the Services other than the right to use them in accordance with these terms.
6.2 You agree that Living With may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the App. Living With may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to our customers.
6.3 You acknowledge that in using the App, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. You agree that You are using the App at Your own risk and that Living With shall not have any liability to You for any content that may be found to be offensive, indecent, or objectionable.
7. THIRD PARTY LINKS AND MATERIALS
7.1 The App or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control.
7.2 You will need to make Your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
7.3 You acknowledge that Living With is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of any third-party materials or websites.
7.4 Living With does not warrant, endorse, does not assume and will not have any liability or responsibility to You or any other person for any such services, third-party materials or web sites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to You.
7.5 Living With makes no warranties as to the availability of any third-party materials or websites at any time or that such content is suitable or complies with Your local laws or regulations.
7.6 If Your use of our App involves You contacting a medical practitioner through the App, then please note that the medical practitioner is not employed by or otherwise associated with Living With in any way. Living With act as an intermediary between You and a medical practitioner. We therefore accept no liability for any act or omission of a medical practitioner that You contact through the App.
8.1 Each party warrants to the other that it has full power and authority to enter into and perform its obligations under this Agreement. Specifically, where you are using the App on behalf of an individual who lacks capacity to enter into this Agreement, you warrant that you have the authority and full power to do so.
8.2 Living With warrants that the Software and the Documentation, when supplied or provided to you, are in compliance with the Medical Device Laws.
8.3 Living With warrants that as far as it is aware, the App does not infringe any third party’s Intellectual Property Rights.
8.4 Living With does not warrant against any interference of Your enjoyment of the App, that the functions contained in, or Services performed or provided by, the App will meet Your requirements.
8.5 Notwithstanding clause 8.2, Living With makes no warranties that Your use of the App or the Services will be uninterrupted or error-free, or that defects in the App or Services will be corrected.
8.6 Notwithstanding clause 8.2, Living With assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of, any communication.
8.7 Notwithstanding clause 8.2, Living With is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Services.
8.8 Notwithstanding clause 8.2, You expressly acknowledge and agree that Your use of the App is at Your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with You.
9. YOUR PRIVACY AND AGGREGATED DATA
9.1 This Agreement is made in consideration of Your covenants and promises in respect of Your use of the App and Services and in consideration of You receiving the benefit of the App and the Services from us.
9.3 During the provision of our Services, You acknowledge and consent to us creating Aggregated Data. For the avoidance of doubt, all Intellectual Property Rights in the Aggregated Data shall at all times be owned by us or our permitted assignees (such as the third party responsible for payment to Living With for your access to the App).
9.4 You agree that we may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of App updates, product support and other services to you (if any) related to the App. We may use this information, as long as it is in a form that does not personally identify you, to improve our products and/or to provide services or technologies to our other customers.
10.1 Living With may terminate this Agreement immediately if:
10.1.1 You fail to pay any amount due in connection with this Agreement or Your use of the App in full. You may not be liable to make any payment in respect of this Agreement where you have been invited to use the App by a third party; or
10.1.2 Where a third-party is responsible for payment to Living With for Your use of the Services and the App and they fail to make such payment to us;
10.1.3 You commit a material breach of Your obligations under this Agreement which are incapable of remedy, or if capable of remedy, are not remedied within five days of Living With giving written notice requiring the breach to be remedied; or
10.1.4 You challenge or dispute Living With’s ownership of, or rights in, the App, or the validity of those rights.
10.2 On any expiration or termination of this Agreement:
10.2.1 You must stop all activities authorised by this Agreement, including Your use of the App and any Services.
10.2.2 You must delete or remove the App from all devices in Your possession and immediately destroy all copies of the App which You have and confirm to us that You have done this.
11.1 Living With do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
11.2 Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.
11.3 Any third-party that invites You to use the App is solely responsible for making payment to us under the contract in place between us and them.
11.4 The contract in place between us and the third-party, outlines our liability to them in connection with the Services, including for breaches under this Agreement. As a result of this, and to the maximum extent permitted by law, we shall not be liable to You in any way whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any liability, loss, cost, charges or other damages you incur through Your use of the App and our Services.
11.5 Living With are not liable for business losses. The App is for domestic and private use. If You use the App for any commercial, business or resale purpose we will have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.
11.6 Living With is not responsible for events outside our control. If our provision of the Services or support for the App or the Services is delayed by an event outside our control then Living With will contact You as soon as possible to let You know and Living With will take steps to minimise the effect of the delay. Provided Living With do this, we will not be liable for delays caused by the event but if there is a risk of substantial delay You may contact us to end this Agreement and receive a refund for any Services You have paid for but not received. You will not receive any refund for Services paid for by a third party who invited you to use the App.
12. THIRD PARTY RIGHTS
12.1 A person who is not a party to this Agreement shall not have any rights under or in connection with it.
13. ASSIGNMENT AND SUB-CONTRACTING
13.1 You may only transfer Your rights or Your obligations under this Agreement to another person if Living With agree in writing. Living With acknowledges that you may have entered into this Agreement on behalf of an individual who lacks capacity to do so. In such circumstances, You warrant that you have all due authority and power to do so and shall remain liable for such individual and Your compliance with this Agreement.
13.2 Living With may transfer our rights and obligations under this Agreement to another organisation. Living With will always tell You in writing if this happens and will ensure that the transfer will not affect Your rights under this Agreement.
14.1 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent territory to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
15.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent to:
15.1.1 Living With (postal) – the address at the start of this Agreement;
15.1.2 Living With (email) – firstname.lastname@example.org
15.1.3 You (email) – the email address you name on the App.
16. NO RIGHTS FOR THIRD PARTIES
16.1 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement save as imposed under data protection legislation.
17. GOVERNING LAW AND JURISDICTION
17.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts to settle any claim or matter arising in relation to this agreement or its subject matter or formation (including non-contractual disputes or claims).