Terms and Conditions

Last updated: May 2018

Welcome to uMotif. If you continue to browse and use our services, including the App(s) (as defined below), web-based applications and portals, cloud-based systems, analytics services, APIs and integrations with other services (together the "Service"), you are agreeing to comply with and be bound by the following Terms and Conditions of Use (the “Terms”), which together with our Privacy and Cookie Policy govern uMotif’s relationship with you in relation to the Service. If you disagree with any part of these Terms please do not use the Service.

Please note that we may revise these Terms of use from time to time in accordance with section 2.3 below.

1. INFORMATION ABOUT US

The Service is provided by uMotif Limited (“uMotif”, “us” or “we”). We are registered in England and Wales under company number 07993440 and have our registered office at 12 New Fetter Lane, London, EC4A 1JP. The term 'you' refers to the user or viewer of the Service.

Support. If you want to learn more about the App(s) or the Service or have any problems using them please email our customer service team at contact@umotif.com.

Contacting us (including with complaints). If you think the App(s) or the Services are faulty or misdescribed or wish to contact us for any other reason please email our customer service team at contact@umotif.com.

2. INFORMATION ABOUT THE SERVICE

2.1 We design, develop, operate and maintain software applications (the “App(s)”) to help people track their data, including for use in research projects and studies and with healthcare professionals. We create our own uMotif Apps and we work with partners to create branded Apps using our technology for our partners to make available to their clients. Our partners may include, for example, health professionals, research institutions and pharmaceutical companies.

2.2 We license use of the Service to you on the basis of these Terms. The ways in which you use the App(s) may also be controlled by the rules or policies applied by any appstore provider or operator from whose site you downloaded the App(s) (“Appstore Rules”). We remain the owner of the Service at all times.

2.3 We may need to change these Terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least 30 days' notice of any change by sending you an email with details of the change or notifying you of a change when you next start the App(s). If you do not accept the notified changes you may continue to use the App(s) and the Service in accordance with the existing terms but certain new features may not be available to you.

2.4 From time to time, updates to the App(s) may be issued through your appstore provider to improve performance enhance functionality, reflect changes to the operating system or address security issues, although these will not materially change the functionality of the App(s). Depending on the update, you may not be able to use the App(s) until you have downloaded the latest version of the App(s) or installed the current version of the operating system and accepted any new terms.

2.5 You must be 18 or over to accept these terms and use the Services. If you download the App(s) onto any phone or other device not owned by you, you must have the owner's permission to do so. You accept responsibility in accordance with these Terms for the use of the Service on any device, whether or not that device is owned by you.

2.6 We only use any personal data we collect through your use of the Service in the way set out in our Privacy and Cookie Policy: http://umotif.com/privacyPolicy. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App(s) or any Service may be read or intercepted by others, even if it is encrypted.

2.7 By using the Service, you consent to us collecting and using technical information about the devices used to access the App(s) and any related software, hardware and/or peripherals to improve our products and to provide any Services to you. To the extent that such technical information constitutes personal data, the terms of the Privacy and Cookie Policy shall apply.

2.8 The provision of Service to you is conditional on you ensuring that all information you provide and upload is correct, accurate truthful and honest at all times.

3. ACCESS TO OUR SERVICE

3.1 Subject to you complying with these Terms, we grant you a non-transferable, non-exclusive licence to use the Service (including the App(s)), for personal, non-commercial use only and subject to our Privacy and Cookie Policy and the Appstore Rules, which are all incorporated into these Terms by reference.

3.2 All intellectual property rights in the App(s) and Service (including all images, text, icons and other content (“Content”), as well as the arrangement of the Content) belong to us or our licensors and the rights in the App(s) and the Services (including the Content) are licensed (not sold) to you. You have no intellectual property rights in, or to, the App(s), the Content or the Services other than the right to use them in accordance with these Terms.

3.3 Unless you have entered into a separate written agreement with us, you shall not copy, republish, frame, link to, download, transmit, modify, adapt, rent, lease, loan, sell, assign, distribute, license, sublicense or otherwise make available the App(s), the Service or any of the Content. No copyright and/or other intellectual property notices or watermarks on any Content shall be deleted or modified.

3.4 You shall not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App(s) or Service except to the extent allowed by law. You may not access, monitor or copy any Content or information from the App(s) or Service using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission, except as necessary to use the App(s) and the Services on devices as permitted in these Terms.

3.5 If you breach any of these Terms in a serious way, we may end your rights to use the App(s) and Services at any time by contacting you. If what you have done can be put right we will give you a reasonable opportunity to do so. If we end your right to use the App(s) and Services:

(a) you must stop all activities authorised by these Terms, including your use of the App(s) and any Services;

(b) you must delete or remove the App(s) from all devices in your possession and immediately destroy all copies of the App(s) which you have and confirm to us that you have done this; and

(c) we may block, restrict, disable, suspend or terminate your access to all or any part of the App(s), the Service or its Content.

3.6 Any rights not expressly granted in these Terms are reserved.

3.7 We endeavour to ensure that the App(s) is normally available 24 hours a day, although this cannot be guaranteed. Access to the App(s) or the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control. We may temporarily suspend, withdraw or discontinue any part of the Service without notice in such instances.

3.8 You are responsible for making all arrangements necessary for you to have access to our Service. You are also responsible for ensuring that all persons who access our Service through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

4. YOUR ACCOUNT AND PASSWORD

4.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

4.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you breach any of the provisions of these Terms in a serious way.

4.3 If you know or suspect that anyone other than you knows your user identification code or password, you must immediately notify us at contact@uMotif.com.

5. HOW YOUR ACCOUNT IS USED BY PROFESSIONALS WHO LINK TO IT

5.1 The Service is designed to help you track your data, usually as part of a research project or study, or with a medical, health or other professional, who may be our partner. Access to the Service may therefore be made available to you via one of our partners.

5.2 In registering to use the Service (including the App(s)), you will have used a unique registration code. This unique registration code links your uMotif account to one or more of our online properties or to online properties of our partners. For example, your uMotif account may be linked to a specific database for a research study or for a particular hospital or a doctor’s surgery. Your data will be viewable by all professional authorised users of the online properties your account is linked to (researchers, site managers, doctors, nurses, practice managers, dieticians etc.). Your data will not be viewable by other patient users unless you elect otherwise. It may also be possible for your clinicians or health professionals to add data to your account (for example, a diary note, or a new task) as well as view any data you have entered. If you do not want your data to be viewed by anyone else, please email contact@uMotif.com - however you should be aware that this may affect how you and your clinicians use the Service.

5.3 If you have access to the Service via a uMotif partner and that partner terminates its contractual relationship with uMotif, you may no longer have access to the Service via that partner. Data uploaded whilst using the Service via the Partner may also no longer be accessible. If you would like further information about whether you will have continued access to the Service following termination of our contractual relationship with the relevant partner, please contact contact@uMotif.com.

6. WHAT YOU ARE NOT ALLOWED TO DO WITH THE SERVICE

6.1 You are prohibited from posting or transmitting to or from the Service any material:

(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

(b) for which you have not obtained all necessary licences and/or approvals; or

(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

6.2 You shall not:

(a) use the Service, including the App(s) or its Content in any unlawful manner;

(b) misuse the Service, including the App(s) (including, without limitation, by hacking or inserting malicious code);

(c) resell or make commercial use of the Service, the App(s) or its Content. If you sell any device on which the App(s) is installed, you must remove the App(s) from it;

(d) infringe our or any third party’s intellectual property rights in your use of the Service, the App(s) or its Content;

(e) frame or use any framing techniques to enclose the Service, the App(s) or any part of it;

(f) take any action that in our sole discretion places an unreasonable or disproportionately large load on our servers or other infrastructure; or

(g) use the Service, the App(s) in any way which may cause, or be likely to cause, access to or use of the Service or the App(s) to be interrupted, damaged or impaired in any way.

7. OPERATING SYSTEM REQUIREMENTS

You are responsible for configuring your information technology, computer programmes and platform in order to access our Service (including the App(s)). You should use your own virus protection software. Details relating to any minimum requirements for your device (including operating system or memory requirements of the App(s)) are as detailed on the Appstore; if your device does not meet these minimum requirements, the App(s) may not work on your device. It is your responsibility to check that your device meets the minimum requirements before downloading the App(s).

8. LINKING TO OUR SERVICE

8.1 You may link to our website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

8.3 If you wish to make any use of our website, App(s), Content or Service other than that set out above, please contact contact@uMotif.com.

9. THIRD PARTY LINKS AND RESOURCES IN THE SERVICE

Through the Service you may be able to link to other websites which are not provided by uMotif. We have no control over the nature, content and availability of those sites, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). The inclusion of any links does not imply a recommendation or endorse the views expressed within them. You will need to make your own independent judgement about whether to use any such independent sites.

10. LIMITATION OF OUR LIABILITY

10.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms, both we and you knew it might happen.

10.2 Nothing in these Terms of use excludes or limits our liability to you where it would be unlawful to do so. This includes liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation.

10.3 We are not liable for business losses. The App(s) are for domestic and private use. If you use the App(s) 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.

10.4 uMotif cannot be and is not liable for any damages which result from your failure to continue your healthcare programme, pathway or treatment as directed by your healthcare professionals. We are not doctors and the App(s) and Service do not replace your usual healthcare provider. We simply provide a technology to help you track your data, usually as part of a research project or study, or with a medical, health or other professional, who may be our partner

10.5 The App(s) and the Services are provided for data capture purposes only. They do not offer any form of advice or guidance on which you should rely. You must obtain professional or specialist advice before starting any health programme, research project, study or pathway. The information provided through the App(s) and the Service does not constitute medical advice or act as a substitute for medical treatment – the App(s) and the Service provide a tool for tracking the user’s data only.

10.6 You must check that the App(s) and the Services are suitable for you. The App(s) and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the App(s) and Services (as described on the Appstore) meet your requirements.

11. OTHER IMPORTANT TERMS

11.1 To contact us in writing send your communication to us by e-mail to: contact@uMotif.com

11.2 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (“Event Outside Our Control”). If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

(a) our obligations under these Terms shall be suspended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control.

11.3 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights or our obligations under these Terms.

11.4 You may only transfer your rights or obligations under these Terms of use to another person if we agree in writing.

11.5 A person who is not a party to these Terms has no right to enforce any term of these Terms.

11.6 If we fail to insist that you perform any of your obligations under these Terms or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

11.7 Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

11.8 These Terms shall be governed by and construed in accordance with English law.

11.9 As a consumer, if you are resident in the European Union and we direct the Service to the member state in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms, including clause 11.8, affects your rights as a consumer to rely on such mandatory provisions of local law.

11.10 If you wish to have more information on online dispute resolution, please follow this link to the website of the European Commission: http://ec.europa.eu/consumers/odr/. This link is provided as required by Regulation (EU) No 524/2013 of the European Parliament and of the Council, for information purposes only. We are not obliged to participate in online dispute resolution.