OME Health Platform End User License Agreement
Effective Date: June 1, 2021
CENTURY GENOMICS LIMITED (the “Company”) incorporated and registered in England and Wales with company number 09619506 whose registered office is at 77 East Road, Studio Shoreditch Bsl, London N1 6AH, United Kingdom, and its affiliates and subsidiaries (collectively, “OME Health”, “Company”, “we”, “us” and “our”) makes the Service (as defined below), available on Company’s website https://my.ome.health (the “Portal”) subject to the following OME Health Platform End User License Agreement (“EULA”, “Agreement”).
OME HealthⓇ name is a registered trademark of the Company. All other trademarks, service marks and trade names mentioned in this EULA or elsewhere on the Portal are the property of their respective owners.
Definitions
“Platform” is a digital health Software-as-a-service (“SaaS”) platform (“Platform”), developed by the Company and registered under the trademark and marketed as OME Health, that delivers personalised wellness programs tailored to end-users (“Client”) personal lifestyle, biology and environment. OME Health platform uses:
• A Health Decision Support System (“HDSS”) that links health observations with health knowledge and assists Health Coaches with health decision-making tasks either through rule-based engine or artificial intelligence (“AI”) for the improved delivery of personalised recommendations to Clients;
• A web-based portal, accessible at https://my.ome.health/portal, that assists Health coaches to manage their Clients’ data, communication with their Clients, Services and Subscriptions;
• A mobile application to facilitate the delivery of health related information to Clients and collect payments for Services;
“Account” means access to the Platform provided by the Company to a Health Coach or a Client.
“Adaptation” means (a) reproduction or modification of any part of the software, creating a derivative work of any part of the software or incorporate the software into or with other software; (b) decompilation, disassembling, reverse engineering or other attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the software by any means whatsoever, except to the extent expressly authorized in writing by the Company.
“Content” means health-decision support rules, recommendations, goals, habits, questions, information cards, notes, comments, feedback and other materials provided as a part of the Service whether by Company, Clients, Health Coaches or a third party.
“Consent” means freely given, specific, informed and unambiguous indication of the data subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.
“Service” means free, trial or paid access provided by the Company to You.
“User“ means anyone (a Client, a Health Coach or any other party) that has an Account in the Platform.
Introduction
Please read this Agreement carefully before you use the Service. It sets out the basis on which Company makes the Service available to you and on which you may use it. This EULA is a legally binding contract. By creating an Account, you accept all the conditions of this Agreement on behalf of yourself and any entity or individual you represent or for whose device you acquire the Service (collectively “User”, “you”, or “your”).
OME Health’s Privacy Policy (“Privacy Policy”) and Terms and Conditions (“Terms and Conditions”) are an integral part of this EULA. By using our Service, you agree to accept and to be bound by this EULA, Privacy Policy and Terms and Conditions at all times. If you do not agree with the terms of this Agreement, do not use the Service.
This Agreement will also be applicable to the use of the Service on a trial or freemium basis. By using the Service, you signify your irrevocable acceptance of this Agreement.
Acceptable use and Restrictions
While using the Portal and the Service you will comply with all applicable laws, rules and regulations. In addition, the Company expects the Users to respect the rights and dignity of others. Users should make a reasonable effort to protect their passwords and to secure resources against unauthorized use or access. You must configure hardware and software in a way that reasonably prevents unauthorized users from accessing your Account. If unauthorized access is detected – report it to hello@ome.health immediately.
Your use of the Platform is conditioned on your compliance with the rules of conduct set forth in this Section; any failure to comply may also result in termination of your access to the Platform as set forth in Section “Termination”.
You acknowledge that the Service is and shall remain the sole and exclusive property of the Company. The Company reserves all rights to the Service not expressly granted herein, and the Company grants, and you receive, no rights in the Service by implication or otherwise, except those rights expressly granted herein.
Unless you have a prior written permission from us or as expressly permitted herein, you agree not to:
(i) reverse engineer, decompile, decrypt, disassemble or otherwise reduce Service or any portion thereof, in either case, that has not been licensed in source code form by the Company, to human-readable form except and only to the extent any such restriction is prohibited by applicable law;
(ii) deploy the Service on more devices than the number of owned or allocated to you;
(iii) prepare any derivative works from, modify, copy or use the Service in any manner;
(iv) use any robot, spider, crawlers, deep-link, automated content scraping script, grabbers or other automatic device, program, techniques, algorithm or methodology to retrieve, index, scrape, data mine or in any way gather, copy or monitor any portion of the Platform, Content or Service;
(v) decipher, decompile, decompose, debug, disassemble, reverse engineer, simulate or derive source code, data models, ideas or algorithms from the Platform, Content or Service or use any of the foregoing to create any derivative works, site, software, service or content similar to the Platform, Service, Content;
(vi) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer Service in whole or in part to any third party;
(vii) use Service for providing time-sharing services, any SaaS offering, service bureau services or as part of an application services provider or as a service offering;
(viii) alter or remove any marks and notices in Service;
(ix) make available to any third party any analysis of the results of operation of Services, including benchmarking results; or
(x) to interfere or attempt to interfere with the proper operation of the Service or any activities conducted through the Service. Company reserves the right to bar any such activity.
Use on behalf of organization You represent and warrant to us that you have the full right, power and authority to access and use the Service and, to the extent necessary, that you have obtained all necessary corporate or other authorizations or consents to access and use the Service. Thus, if you are an individual (e.g., employee or consultant) acting on behalf of an organization, you represent and warrant that you have obtained all necessary authorizations or consents (i.e you must be an authorized representative) to accept this EULA on behalf of such organization so that, in addition to yourself, such organization is bound by the EULA.
Account Registration
In order to use the Service, you must have a valid Account. To acquire an Account for the Service, you must provide the Company with an electronic mail address and other information ("Registration Data"), requested during registration of Account. You agree to provide true, accurate, and complete information on your Account profile and all registration and other forms you access on the Platform or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You are responsible for maintaining the confidentiality of the access data for your Account and are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use of your Account. You agree not to have or register for more than one Account without receiving the written permission from us.
Manager Account
Accounts with the same company domain (“Team Member”) can be managed by one or more Manager Accounts, which can be assigned in settings without re-registering. Manager Accounts have access to the management pages, where they can supervise the Team Members accounts at its sole discretion and have the right: to add, edit, remove, send direct invitations to a Team Members emails, see the statistical information of the Team Members and other actions that will be added to the Manager Accounts by the Company.
Age
By using the Service (and registering an Account on the Platform), you represent and warrant that you are at least 18 (eighteen) years of age, and no one under the age of 18 may use the Platform.
Account Information
You must provide true, accurate, current, and complete information about yourself (organization and/or individual, as the case may be), as prompted by the Service's registration form, and maintain and promptly update the Registration Data to keep it true, accurate, current and complete (“Account Information”). You understand and agree that you are solely responsible for maintaining the confidentiality of your Account Information (including passwords) and for restricting access to your hardware device while using the Service. You agree to accept responsibility for all activities that occur under your Account. You may be held liable for losses incurred by the Company or any other user of or visitor to the Platform due to someone else using your Account Information as a result of your failing to keep it secure and confidential.
Login and Passwords
Your login may only be used by yourself. Sharing a login with other people is not permitted. An organization may create separate logins for as many individual Users as it wishes. You are entirely responsible for maintaining the security of your account login and passwords.
User Responsibilities
User will promptly report any errors in the operation of the Service to the Company and will not take any actions that would increase the severity of the error. User will use the Service solely as described herein. In the event User violates any of the requirements of this EULA, the Company will have no responsibility to provide Service. You are solely responsible for ensuring your use of the Service is compliant with all laws, rules and regulations applicable to you and the right to access the Service is revoked where the use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation.
Legal bases for processing (for EEA users)If you are an individual in the European Economic Area (EEA), we collect and process information about you only where we have legal basis for doing so under applicable EU laws. The legal basis depends on the Service you use and how you use them. This means we collect and use your information only where:
• We need it to provide you the Service, including to operate the Service, provide customer support and personalized features and to protect the safety and security of the Service;
• It satisfies a legitimate interest (which is not overridden by your data protection interests), such as for research and development, to market and promote the Services and to protect our legal rights and interests;
• You give us consent to do so for a specific purpose – automatic mail notifications sent by the Service to the User who uses the Service; or
• We need to process your data to comply with a legal obligation.
If you have consented to our use of information about you for a specific purpose, you have the right to change your mind at any time, but this will not affect any processing that has already taken place. Where we are using your information because we or a third party (e.g. your employer) have a legitimate interest to do so, you have the right to object to that use. However, we will make every effort to provide you with the erasure of your personal data if suitable.
Services & Support
The Company will do its best to ensure a fair, secure, reliable ongoing support according to your pricing plan. In our paid Service, support can be conducted via email, chat, remote session, as well as through connection directly to Research and development (R&D) team.
Expected response time: Same Business Day (depends on subscription level)Expected resolve time: From 5 Business Days to 24 Hours (depends on subscription level)Support contacts:
• Web: https://my.ome.health (via built-in Chat)
• E-mail: hello@ome.health
Termination
Unless otherwise agreed in writing between the Company and you, the Company may, in its sole discretion terminate your access to the Platform and any account(s) you may have in connection with the Platform, if you have violated this EULA or if it is required by applicable law, regulation, court or governing agency order or at our sole discretion. Our termination of any User’s access to the Platform hereunder may be affected without notice and, on such termination, we may immediately deactivate or delete User’s account and/or bar any further access to such files, and your right to use the Platform will immediately cease. The Company shall not be liable to you or any third party for any termination of your access to the Platform or account hereunder.
Cancellation and refunds
You may terminate your Account by sending an e-mail to hello@ome.health. Except when required by law or otherwise agreed between the Company and you in writing, the Company shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You authorize the Company to charge you all subscription fees for the duration of the term agreed to at the time of purchase. You understand that charges for the Service must be paid in advance.
Taxes
You are responsible for any taxes that you are obligated to pay or that the Company may collect from you in connection with your purchase. If you do not pay the sales or other taxes or fees on a transaction, you will be responsible for the taxes or fees in the event they are later determined to be payable on the sale, and the Company reserves the right to collect the taxes or other fees from you at any time.
Intellectual Property
Except as expressly set forth herein, each party (the Company and User) is and shall remain the owner of all intellectual property that it owns or controls. The Company and its respective owners are the sole owners of all intellectual property rights pertaining to the Service, Content and all Platform materials (documents, videos, screenshots, etc.) including but not limited to copyright, trademark and patent rights and all rights not expressly granted herein are reserved. User is prohibited from creating any Adaptation that in any manner infringes the patents, trademarks, copyrights, trade secret rights or other rights of the Company or any third party.
Trademarks
The Company or other third-party office names and logos and all related product and service names, design marks, trademarks and slogans that are displayed on or through the Service or used in connection with the Service, are our sole property or the property of our affiliates or licensors (collectively, “Marks”). You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without our prior written consent.
Copyright notice
All rights reserved. The Platform and any downloadable software associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No part of the Platform may be reproduced, distributed, or transmitted in any form or by any means, including photocopying, recording, or other electronic or mechanical methods, without the prior written permission of the Company, except in the case of brief quotations embodied in critical reviews and certain other non-commercial uses permitted by copyright law. For permission requests, write to the publisher, addressed “Attention: Permissions Coordinator,” at hello@ome.health.
License to use the Platform
Unless otherwise agreed between the Company and you in writing, and subject to provisions set forth in the Sections “Third Party Content” and “Third Party Services” herein, the Company grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Platform and the Content as described herein for your internal use only, by way of one (1) computer connected to the Platform over the Internet, provided that you comply fully with this EULA. You may "cache" pages of the Platform for the sole purpose of increasing the speed and efficiency at which you access the Platform. Any other copy or use of a portion of the Platform is not authorized, will be a violation of this EULA and will constitute a copyright violation. You shall not interfere, or attempt to interfere, with the operation of the Platform in any way through any means or device, including, but not limited to, spamming, hacking, uploading computer viruses, archive bombs or time bombs, or any other means expressly prohibited by any provision of this EULA or by law.
The Company does not guarantee the stable and correct operation of the software in case of exceeding the license, incompatibility with hardware requirements and settings; violation of the operating conditions of virtual machines and hypervisors.
Claims of copyright infringement
The company respects the intellectual property rights of others and asks that the people who use the Platform do the same. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Platform infringe your copyright, you (or your agent) may send the Company a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send the Company a counter-notice. Notices and counter-notices must meet the current statutory requirements imposed by the DMCA. See DMCA Designated Agent Directory for details. Notices and counter-notices should be sent to:
Copyright Agent: CENTURY GENOMICS LIMITED, 77 East Road, Studio Shoreditch Bsl, London N1 6AH, United Kingdom
Email: hello@ome.health, Subject: DMCA
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or related to use of the Service or the EULA must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Choice of law
This Agreement and all matters relating to your access or use of the Service, including all disputes, shall be governed by and construed in accordance with English law, without regard to the principles thereof relating to conflicts of laws. Any action which is based, directly or indirectly, arising out of this Agreement shall be brought only to the exclusive jurisdiction of the English courts.
Limited warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ANY CONTENT, INFORMATION, PRODUCTS OR SERVICE MADE AVAILABLE ON OR THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
THE COMPANY MAKES NO WARRANTY THAT(I) THE SERVICE WILL MEET YOUR REQUIREMENTS,(II) ANY USER ACCESS TO THE PLATFORM OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE,(III) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICE, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS,(IV) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.THE COMPANY SHALL HAVE NO LIABILITY FOR ANY FAILURES, DISRUPTIONS, DAMAGES, LOSS OF DATA RELATED TO YOUR USE OF THE CONTENT FROM THE PLATFORM BY YOU, YOUR ORGANISATION OR OTHER SYSTEMS.
Force Majeure
The Company shall be exempted from liability for failure to comply with its obligations under this EULA, where such failure is caused by occurrence of act of God, or other circumstances beyond the reasonable control of the affected Party, including, without limitation natural disasters; civil commotion, war (declared and undeclared), revolution, strikes, work stoppages, accidents, acts of terrorism, nuclear or natural catastrophes; embargo; in case User or User`s company are subject to any U.S. sanctions (the “Sanction”) administered by OFAC or subject to any equivalent sanctions administered or enforced by the United Nations Security Council or other relevant sanctions authority (hereinafter referred to as “Force Majeure”).
Occurrence of a Force Majeure shall extend the due terms of the Company's obligations under the EULA for the period of duration of the Force Majeure plus an additional period required to eliminate its consequences. If any Force Majeure event occurs, the Company shall not be responsible for any indemnity for the fees paid by the User and only agrees to extend the period of use of the Service for thirty (30) days.
No agency
No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and the Company is intended or created by this EULA.
Limitations and exclusions of liability
To the extent not prohibited by law, in no event shall the Company or its affiliates, suppliers or resellers be liable for personal injury or any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of or related to the use of or inability to use the Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if the Company, its affiliates, suppliers or resellers have been advised of the possibility of such damages. In any case, the Company, its affiliates', suppliers' and resellers' maximum cumulative liability and your exclusive remedy for any claims arising out of or related to this Agreement shall not exceed an amount equal to the amount actually paid by you for one (1) month of Service.
Indemnity
You agree, to the extent permitted under applicable law, to indemnify, defend, and hold the Company harmless, our directors, officers, employees, and affiliates from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys' fees) due to, arising out of, or relating in any way to your breach of this EULA.Third Party ContentThird Party Content is the content that was provided by our partners, respective owners and third party developers, and was validated and reviewed by the Company. For all Third-Party Content we are conducting a best effort review, but we do not provide any warranties, more detail in section Limited warranties and Limitations and exclusions of liability.
All rights for Third Party Content and all other copyrights and trademarks belong to their respective owners. You acknowledge that the Third Party Content licensing terms may include certain limitations, including obligation to disclose requested information, identify the author of the Third Party Content, etc. Please contact the appropriate third party for further information regarding their terms of use applicable to Third Party Content.
Third Party Services
Your use of the Platform and Services may involve usage of a service, feature, software or functionality that is operated by a third party (“Third party services”). Please refer to hello@socprime.com for a full list of Third party services we use and which are made available to you through our Services (including Service we jointly offer with third parties).
If you use Third party services, each party's EULA will govern the respective party's relationship with you. The Company is not responsible or liable for those third party's EULA or actions taken under the third party's EULA.
Please contact the appropriate third party for further information regarding their terms of use applicable to Third Party Services.
No third party beneficiaries
The provisions of this EULA are for the sole benefit of the parties and their successors and permitted assignments, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights).
Waiver and Severability
Failure by either party to exercise any of its rights under, or to enforce any provision of this EULA will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this EULA is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this EULA will remain in full force and effect.
Commitment to GDPR
The General Data Protection Regulation (GDPR) is a comprehensive update to the existing European Union's Data Protection Directive and goes into effect on May 25, 2018. GDPR was designed to strengthen and unify data protection for individuals within the European Union, whilst addressing the export of personal data outside the EU. The GDPR applies to information that directly or indirectly could identify an individual. We embrace the GDPR as an opportunity to demonstrate and deepen our commitment to protecting your data. To read more about the personal information that the Company captures, please visit our Privacy Policy.
Export Control and OFAC Compliance
You acknowledge that the Service and technologies related thereto may be subject to the Export Administration Regulations (“EAR”) (15 C.F.R. Parts 730-774 (2010)) and the economic sanctions regulations and guidelines of the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"). OFAC prohibits U.S. companies from engaging in transactions with individuals and entities who live in countries that are subject to certain sanctions. The Company cannot do business with designated persons and entities included in the Specially Designated Nationals and Blocked Persons List (the “SDN List”) regardless of location. Entities that are owned by persons and entities included in the SDN List (defined as a direct or indirect ownership interest of 50% or more (the “50% Rule”)) are also blocked, regardless of whether that entity is separately named on the SDN List. If you or your company are under the sanctions according to the Sanctions List Search application http://sanctionssearch.ofac.treas.gov/ or due to the 50% Rule, the Company cannot conduct business with you. The Company is legally required to cancel your registration and we cannot refund your payment.
You are now and will remain in the future compliant with all such export control laws and regulations, and will not export, re-export, otherwise transfer any Company’s goods, Service or technology or disclose any Service or technology to any person contrary to such laws or regulations.
Entire agreement
This EULA constitutes all the EULA and conditions agreed upon between you and the Company and supersedes any prior agreements in relation to the subject matter of this EULA, whether written or oral. Any additional or different EULA or conditions in relation to the subject matter of the EULA in any written or oral communication from you to the Company are void. You represent that you have not accepted the EULA in reliance on any oral or written representations made by the Company that are not contained in this EULA.
Please note, however, that other aspects of your use of the Company’s Service may be governed by additional agreements. That could include, for example, subscription agreements, access to the Company’s Community for User support, access to the Company’s Service as a result of a gift card, or free or discounted Trials. You will agree to separate EULA and conditions in those circumstances. Those EULA and conditions shall govern only with regard to the aspect of the Service to which they apply, and are distinct from and supplemental to this EULA, and do not supersede this EULA. To the extent that there is any conflict between other agreements and Terms and Conditions, this EULA shall control, except as otherwise provided in this EULA.
Occasionally we may offer you the chance to participate in sweepstakes, contests, and surveys (“Special Promotions” or “Special Offers”) through the Service. Special Promotions or Offers may be governed by EULA and conditions that are separate from this EULA. If the provisions of a Special Promotion’s EULA and conditions conflict with this EULA, those separate EULA and conditions shall prevail.
Modification
The Company may modify this EULA in its sole discretion and such modifications shall take effect and be binding on Users on the date set forth on the first page of this EULA. Your use of the Service after the Effective date of any modified EULA indicates your acceptance of the modified EULA. If you have any questions regarding the update or would like to request the previous EULA version, please contact hello@ome.health.
Report abuse
If you feel the Company needs to know that something goes wrong or someone violate this EULA, please report to hello@ome.health.
Feedback and Information
The Company welcomes suggestions, comments or other feedback about the Platform, Service, Content (e.g., regarding their utility, feasibility) and Your experience with Service, as well as any bug-fixes, features, functionality or enhancements you would like to see in future versions ("Feedback"). You agree that all Feedback is and will be given entirely voluntarily and be non-confidential for the Company. You represent and warrant that you will not provide any Feedback that you know or have reason to believe might infringe any third party intellectual property rights or misappropriate any third party confidential information or trade secrets. The Company shall be free to use such information on an unrestricted basis.