TERMS AND CONDITIONS - END USER LICENCE AGREEMENT (EULA)

Operating System Requirements: The app requires internet access and a device running a supported version of the iOS or Android operating systems and such amendments or additional requirements as may be notified from time to time. All such operating system requirements are your sole responsibility. Limited functionality may be available without internet access.

Important Notice:

This end­ user licence agreement (EULA) is a legal agreement between you (End­user or you) and The Healthier Outcomes at Work Project (HOW, us or we) for:

We license use of the App and the Documents to you on the basis of this EULA. We do not sell the App or the Documents to you. We remain the owners or licensors of the App and the Documents at all times.

AGREED TERMS

1. ACKNOWLEDGEMENTS

1.1 The terms of this EULA apply to the App and any of the services accessible through the App (the Services), including any updates or supplements to the App or any Service, unless they come with separate terms, in which case those terms apply. If any open­source software is included in the App or any Service, the terms of an open­source licence may override some of the terms of this EULA.

1.2 We may change these terms at any time by notifying you of such change through the App). The new terms may be displayed on­screen and you may be required to read and accept them to continue your use of the Services or else your continued use of the App shall constitute your deemed acceptance of the amended terms.

1.3 From time to time updates to the App and/or Services may be issued. Depending on the update, you may not be able to use the App or the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.

1.4 You will be assumed to have obtained permission from the owners of the devices that are controlled, but not owned, by you and used to access the App (the Devices) and to download or stream a copy of the App onto the Devices. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the App or any Service on or in relation to any Device, whether or not it is owned by you.

1.5 By using the App or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet­ based or wireless to improve our products and to provide any Services to you.

1.6 The App or any Service may contain links to other independent third party websites (Third Party Sites). Third Party Sites are not under our control, and we are not responsible for and do not endorse their content, website terms or privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third Party Sites, including the purchase and use of any products or services accessible through them.

2. ACCESS

2.1 In order to access the Services, you must initially enter a valid access code supplied to your from your trust.

2.2 In consideration of your use of the Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of any applicable jurisdiction.

3. RIGHTS AND RESTRICTIONS

3.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non­-exclusive licence to use the App on the Devices, subject to these terms. We reserve all other rights.

3.2 You may:

(a) download or stream a copy of the App onto Devices that you personally own and/or control and to view, use and display the App on the Devices for your personal purposes only; and

(b) use the App, the Services and the Documents for your personal purposes only.

3.3 Except as expressly set out in this EULA or as permitted by any local law, you agree:

(a) not to copy the App or Documents except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back­up or operational security;

(b) not to rent, lease, sub­license, loan, translate, merge, adapt, vary or modify the App or Documents or sub-contract the Services to any third party, whether in the course of business or otherwise;

(c) not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;

(d) not to disassemble, decompile, reverse­engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter­operability of the App with another software program, and provided that the information obtained by you during such activities:

(i) is used only for the purpose of achieving inter­operability of the App with another software program;

(ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

(iii) is not used to create any software that is substantially similar to the App;

(e) to keep all copies of the App secure and to maintain accurate and up­to­date records of the number and locations of all copies of the App;

(f) not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

(g) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Service (Technology), together Licence Restrictions.

3.4 If you violate any of the terms and conditions of this EULA, your rights under this licence will immediately terminate.

4. ACCEPTABLE USE RESTRICTIONS

4.1 You must not:

(a) use the App or any Services or provide any User Content (defined in condition 7.3 below) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;

(b) infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service (to the extent that such use is not licensed by this EULA);

(c) not transmit, post or submit (in User Content or any other means) any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;

(d) not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

(e) not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service; and

(f) display in part or in whole the App content as part of any public performance or display even if no fee is charged unless such use would not constitute a copyright infringement or violate any other applicable right, together Acceptable Use Restrictions.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 You acknowledge that all intellectual property rights in the App, the Services, the Documents and the Technology (together the Platform) anywhere in the world belong to us or our licensors, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platform other than the right to use each it in accordance with the terms of this EULA.

5.2 You acknowledge that you have no right to have access to the App in source code form.

6. LIMITED WARRANTY AND SUPPORT

6.1 We warrant that:

(a) the App will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and

(b) that the Documents correctly describe the operation of the App in all material respects,

for a period of 30 days from the date on which the App is downloaded or streamed to the Devices (Warranty Period).

6.2 The warranty does not apply:

(a) if the defect or fault in the App or any Service results from you having altered or modified the App;

(b) if the defect or fault in the App results from you having used the App in breach of the terms of this EULA; or

(c) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.

7. LIMITATIONS AND EXCLUSIONS OF LIABILITY

7.1 You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App as described in the Documents meet your requirements.

7.2 We only supply the App and Documents for domestic and private use. You agree not to use the App and Documents for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

8. COMMUNICATION BETWEEN US

8.1 If you wish to contact us in writing you can do this via the CONTACT US section of the app.

9. EVENTS OUTSIDE OUR CONTROL

9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (Event Outside Our Control).

10. OTHER IMPORTANT TERMS

10.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.

10.2 You may only transfer your rights or obligations under this EULA to another person if we agree in writing.

10.3 If we fail to insist that you perform any of your obligations under this EULA, 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.

10.4 Each of the conditions of this EULA 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.

10.5 This EULA, its subject matter and its formation, are governed by English law.

10.6 We and you agree, for the sole benefit of you, that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with, this EULA, its subject matter or formation, including non-contractual disputes or claims. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

10.7 Notwithstanding condition 15.6 above, the parties agree that HOW shall have the right to take, and shall not be prevented from taking, proceedings against you to settle any dispute or claim arising out of or in connection with this EULA, its subject matter or formation in any other court of competent jurisdiction and that we may take such proceedings in any number of jurisdictions, whether concurrently or not, to the extent permitted by law.

This EULA shall become binding on both parties on the earlier of your download or use of the App or the Services.