Terms of service

ANIMA HEALTH

END USER LICENCE AGREEMENT

Last updated: 26 May 2024

Please read this end user licence agreement carefully. By creating an account and accessing the services and documentation described below, you agree that you have read, understood and accept these licence terms.

This end user licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Continuum Health Limited, trading as Anima Health incorporated and registered in England and Wales, with company number 12205370 whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ (Anima Health”, “we“, “our” or “us“) for:

  • Access to Anima Health’s platform (the “Services”); and

  • Online and electronic materials related to the Services (the “Documentation”).

Agreed terms

1. Grant and scope of licence and minor changes

1.1. In consideration of you complying with the terms of the Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Services and Documentation on the terms set out below.

1.2. You shall:

1.2.1. access and use the Services through a web-browser or desktop application; and

1.2.2. use the Services only in accordance with our reasonable instructions as provided to you from time to time.

1.3. You shall cease use of the Services immediately upon our giving notice to you to do so.

1.4. We may update the Services from time to time.

2. Restrictions

2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:

2.1.1. not to permit any third party to access or use the Services or Documentation or use it on behalf of any third party, unless you have legal responsibility for them (such as a parent or carer);

2.1.2. not to copy, translate, modify, adapt or create derivative works from the Services or Documentation;

2.1.3. not to create internet "links" to the Services, or "frame" or "mirror" any Services on any other server or wireless or internet-based device;

2.1.4. not to attempt to discover or gain access to the source code for the Services or reverse engineer, modify, decrypt, extract, disassemble or decompile the Services it employs (except to the extent that you are permitted to do so under applicable law in circumstances under which is we are not lawfully entitled to restrict or prevent the same, provided we are given prompt advance notice of your intention to do so);

2.1.5. not to attempt to interfere with the proper working of the Services and you must not attempt to circumvent security, license control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Services or any associated website, computer system, server, router or any other internet-connected device;

2.1.6. not to rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Services or the Documentation to any third party;

2.1.7. not to obscure, modify, amend or remove any copyright notice, trade mark or other proprietary marking or notice on, or visible during the operation or use of, the Services or the Documentation;

2.1.8. not to permit the Services or any part of it to be combined with, or become incorporated in, any other programs unless expressly approved by us in writing; or

2.1.9. not use the Services to upload, store, post, submit, email, transmit or otherwise make available any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), or that does not comply with all applicable laws and regulations.

2.2. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised access or use of the Services or the Documentation.

2.3. It is your responsibility to ensure that your computer system and network connection is capable of using the Services.

2.4. You agree to promptly notify us in writing if you become aware of any event or action which might reasonably impair the Services’ security, such as improper access to your password.

3. Intellectual property rights

3.1. You acknowledge that all intellectual property rights in the Services and the Documentation throughout the world belong to us and our licensors and that you have no intellectual property rights in, or to, the Services or the Documentation other than the right to use the Services and the Documentation in accordance with the terms of this Licence.

3.2. You acknowledge that you have no right to have access to the Services in source code form.

4. Our responsibility for loss or damage suffered by you

4.1. 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 this Licence 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 this Licence was made, both we and you knew it might happen. We do not provide medical advice, and do not accept liability for any medical decisions or actions taken in relation to the Services.

4.2. We 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.

4.3. We are not liable for business losses. The Services and the Documentation are for your domestic and private use. If you use the Services 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.

5. Term and termination

5.1. We may terminate this Licence immediately by written notice to you or prevent or suspend your access to the Services if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

5.2. If our relationship with you ends for any reason, all further access to and use of the Services by you must immediately cease and we may deactivate or delete related user accounts, unless otherwise required by applicable law or professional standards to maintain such accounts.

5.3. Upon termination for any reason:

5.3.1. all rights granted to you under this Licence shall cease;

5.3.2. you must cease all activities authorised by this Licence; and

5.3.3. you must immediately cease using the Services and the Documentation and, to the extent applicable, you must immediately and permanently delete or remove the Services and the Documentation.

6. How we may use your personal information

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our privacy policy and it is important that you read that information. Our privacy policy also describes how we may process your personal data as a data processor on behalf of your medical practice in relation to the services that we provide to them. You acknowledge and agree that we may, from time to time, anonymise and aggregate data relating to you, (“Anonymised Data”) and that we may use that Anonymised Data for our own internal business purposes.

7. Other important terms

7.1. No announcement or other public disclosure concerning any of the matters contained in this Licence shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any recognised investment exchange) or any other authority of competent jurisdiction.

7.2. You acknowledge that, whilst hawse have designed the Services with information security in mind and has taken steps to safeguard the security of the Services, we cannot guarantee that the Services are invulnerable to hacking or other unauthorised access by third parties. You also acknowledge that transmission of information over the internet is not entirely secure and there is always the possibility of unauthorised interception by third parties.

7.3. We do not guarantee that any content of the Services will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy its particular requirements as to the safety and reliability of content it provides and accesses through the Services.

7.4. Technical factors such as bandwidth, network configurations, and computer browser settings can affect the Services’ speed and accessibility. We do not guarantee the continuous, uninterrupted or error-free operability of the Services, or compatibility with your computer browser or any other part of your computing systems. You acknowledge that access to the Services may be suspended, limited, denied or disabled at any time and that content submitted through the Services may not be recoverable. The Services may from time to time require periods of downtime (when the Services will be unavailable) for the purposes of carrying out repair, maintenance or upgrades.

7.5. You acknowledge that we may update this Licence by emailing you notice of such material changes or otherwise updating this Licence online at any time, and, to the extent permitted by applicable law, such modifications will be effective immediately. You agree to the updated terms and conditions or modified online terms by continuing to use the Services.

7.6. We may transfer our rights and obligations under these terms to another organisation. You are not permitted to assign, transfer, subcontract or deal with any or all of the rights and obligations under this Licence at any time.

7.7. This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

7.8. These terms are governed by the law of England and Wales and both parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.