Qumata OneClick App – End User Terms of Use

Version 1

• Introduction

• Definitions

• About the OneClick App

• Qumata Services

• Qumata Profile

• Your personal data

• Wellness Score

• Third party products and links

• Intellectual property rights

• Use of the OneClick App and Services

• Closing your Qumata Profile

• Important disclaimers

• Limitation of liability

• Making complaints

• Other important terms

1. Introduction

1.1. The Qumata OneClick mobile software application (the OneClick App) are provided to you by Qumata Group Ltd, a company registered in England and Wales with company registration number 10964467 (Qumata, our, we or us). Our registered office is at 5 New Street Square, EC4A 3TW London, United Kingdom. You can contact us by emailing us at support@qumata.com.

1.2. Please read these end user terms of use (Terms of Use) carefully as they set out the basis on which you (also referred to as the user) are allowed to use the services, which are offered by us via the OneClick App and the Website, as more particularly described in section 4 below (the Services).

1.3. By clicking “I agree” to the Terms of Use when using the OneClick App and/or continuing to use any part of the OneClick App, Services or Website, you confirm your acceptance of these Terms of Use (which also includes our Privacy Policy and any other terms that we may make available from time to time). If you have any questions about these Terms of Use, please contact us at support@qumata.com.

1.4. Your particular attention is drawn to the following provisions of these Terms of Use:

(a) Section 7.2 – the information provided on the OneClick App, Services and/or Website does not constitute health or medical advice.

(b) Section 7.4 – any advice or information provided via the OneClick App, Services and/or Website has not been evaluated by medical professionals or medical bodies, and is not intended to diagnose, treat, or cure any illness, condition or other physical or mental health issue. It is not intended to be, and should not be used in the place of, the advice of medical professionals or any information provided on any product packaging or label. For advice on medical, health and wellbeing issues you should always consult your doctor or other qualified healthcare professional.

(c) Section 7.5 – you must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the information made available via the OneClick App, Website and/or Services.

(d) Section 10 sets out important information relating to the use of the OneClick App, Website and Services and your responsibilities.

(e) Section 11 sets out information on how to close your Qumata Profile.

(f) Section 13 sets out important information relating to limitation of liability.

(g) Section 14 sets out information on making complaints.

1.5. We are providing you with the opportunity to access the OneClick App and receive the Services because you are a customer or an employee of a Qumata Client (as defined below).

1.6. The OneClick App, Website and Services are not directed at any person in any jurisdiction where the publication or availability of them are prohibited. You must not access the OneClick App, Website and/or Services from any such jurisdiction. You are responsible for all compliance with local laws and regulations which apply to you.

2. Definitions

Capitalised terms used in these Terms of Use shall have the meaning given to those terms below.

“Agreement” means the agreement between Qumata and a Qumata Client pursuant to which Qumata has agreed to provide you with access to the OneClick App, Website and Services.

“Collated Data” means all data about you which is collated within the OneClick App for the purposes of providing the Services, including data provided by you and data we collect from third parties about you, as set out in our Privacy Policy http://qumata.com/oneclick-privacy-policy. As set out in the Privacy Policy, this data includes your gender, age, weight, pre- existing conditions, walking and running distance, cycling distance, heart rate (and related information), blood pressure, weight and BMI.

“Qumata Client” means the company that has entered into an Agreement with Qumata.

“Qumata Profile” means your profile with Qumata, containing records of the Collated Data the OneClick App have received and the score information which the OneClick App have provided to you.

“Privacy Policy” means our privacy policy available via http://qumata.com/oneclick-privacy-policy.

“OneClick App” shall have the meaning given to the term in section 1.1.

“Services” shall have the meaning given to the term in section 1.2.

“Terms of Use” shall have the meaning given to the term in section 1.2.

“Website” shall have the meaning given to the term in section 1.1.

“Wellness Score” is an evaluation of your risk to be diagnosed for one or several medical conditions based on your Qumata Profile.

3. About the OneClick App

3.1. The OneClick App allow you to create a personalised Qumata Profile which incorporates your Collated Data.

3.2. The OneClick App will provide you and the Qumata Client with a Wellness Score using your Collated Data.

4. Qumata Services

4.1. Qumata provides the following Services:

(a) making the OneClick App available for download through various online channels (including the OneClick App Store and Google Play) as well on the Website;

(b) the ability for you to create, maintain and amend your Qumata Profile through the OneClick App;

(c) synchronisation of the Collated Data with your Qumata Profile to update your Qumata Profile;

(d) access to wellbeing information through the OneClick App; and

(e) communications via email, SMS or other means as set out in in the Privacy Policy.

4.2. You must be aged 18 years or over to use the OneClick App and receive the Services.

4.3. Sometimes the OneClick App may request additional permissions related to the settings on your mobile or wearable device, such as accessing your location or enabling push notifications to enable certain features. If you decide not to give us such permissions, this may result in you not having access to certain features of the OneClick App, Website and/or Services.

4.4. We may, from time to time, extend or amend the functionality of the OneClick App, Website and/or the Services, and offer additional functionality or other services to you. Not all of the functionality of the OneClick App, Website and/or the Services will be available at launch in June 2019 but we anticipate this functionality will be added within six to twelve months of this date. These additional functions may include any software maintenance, amendments and/or upgrades to existing features. These Terms of Use will apply to any additional services, unless we provide you with specific terms and conditions when we make the other service functionality available to you.

5. Qumata Profile

5.1. You will be given the option to create a Qumata Profile once you have downloaded the OneClick App and/or accessed the Website and agreed to these Terms of Use.

5.2. To create a Qumata Profile you must provide us with your name, email address and a username. If you access the service through a client providing you the access to your profile via a unique link, we will use this link to associate your profile to your userID and refer to you only via this userID with our client.

5.3. You must also give us permission to sync the OneClick App with your Collated Data. If you do not give us permission to sync the OneClick App with your Collated Data, we will not be able to provide you with a Wellness Score.

6. Your personal data

6.1 In order to provide the OneClick App, Website and Services, we must collect, process and store certain data, including some of your personal data and the Collated Data.

6.2 We are committed to protecting and respecting your privacy. The collection, processing and storage of your data shall be carried out in accordance with and governed by these Terms of Use and our Privacy Policy. Please see our Privacy Policy http://qumata.com/oneclick-privacy-policy for more information about the data we collect from you and how we use it.

7. Wellness Score

7.1. The aim of the OneClick App, Website and our Services is to provide each user and the respective Qumata Client with the user’s Wellness Score.

7.2. We aim to tailor this information in relation to each user and provide a relevant Wellness Score to them. However, the information provided on the OneClick App, Website and Services does not constitute health or medical advice.

7.3. You acknowledge and agree that all information and materials provided via the OneClick App, Services and/or Website, whether provided by Qumata or third parties, is provided for general information purposes only. Any advice or information provided via the OneClick App, Services and/or Website must not be relied upon as being correct or appropriate for you.

7.4. Any advice or information provided via the OneClick App, Services and/or Website has not been evaluated by medical professionals or medical bodies, and is not intended to diagnose, treat, or cure any illness, condition or other physical or mental health issue. It is not intended to be, and should not be used in the place of, the advice of medical professionals or any information provided on any product packaging or label. For advice on medical, health and wellbeing issues you should always consult your doctor or other qualified health care professional.

7.5. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the information made available via the OneClick App, Services and/or Website.

8. Third party products and links

8.1. The OneClick App or Website may provide links to third party websites, for example, when referring to a product or information that we feel may be of interest to you, or in general.

8.2. If you access any third party websites or purchase any products or services via a link to a third party website provided through the OneClick App or Website, the terms and conditions and privacy policy of that website shall apply to such access and/or purchase. We may carry out certain verification checks on third party suppliers, but cannot guarantee any specific supplier's information, accreditation, or registration. We make no warranty regarding any goods or services purchased or obtained from third parties as a result of using the OneClick App, Services or Website. We make no warranty regarding any third party devices used to access or provide data to our OneClick App, Website or Services. You should in all cases make your own enquiries. In particular, it is your responsibility to satisfy yourself that a third party supplier is solvent and has suitably qualified and certified personnel (as appropriate).

8.3. We will not be a party to any contract made between you and any third party supplier and therefore we shall not be liable for any loss or damage that results from any dealings between you and any such third party supplier, including but not limited to any direct or indirect loss of any kind.

8.4. We do not warrant the appropriateness or accuracy of any information made available to you by a third party website linked from the OneClick App, Website or Services (regardless of source), and we accept no responsibility or liability for the appropriateness, accuracy or any other aspect of such websites or the information made available by them to you; or any loss or damage that may be suffered as a result of following any links.

8.5. The OneClick App and the Score Website may integrate with social networking platforms and other third party applications (for example, Facebook, Instagram, Twitter). Your use of any integrated applications will be subject to those third parties' terms and conditions and privacy policies.

9. Intellectual property rights

You acknowledge and agree that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, the OneClick App, the Website and Services or any part of them, including the manner in which the OneClick App, the Website and Services are presented or appear and all information and materials relating to them, is our property (or that of our licensors), and nothing in these Terms of Use or your use of the OneClick App, the Website or Services shall be taken to transfer any of these rights to you.

10. Use of the OneClick App, Website and Services

10.1. Please note that we do not guarantee that the OneClick App, Website or Services will be compatible with your mobile device. However, if you are able to download the OneClick App onto your mobile device, it is likely that your mobile device will be compatible.

10.2. We also do not guarantee that the OneClick App, Website or Services will be compatible with your wearable device(s) for the purposes of syncing the Collated Data.

10.3. Please also note that the use of the OneClick App, Website and/or Services may be impacted by the terms of your agreement with your mobile device supplier, manufacturer and/or phone service provider. Such use may require the use of data which may incur costs with your phone service provider, particularly when using roaming tariffs abroad.

10.4. We grant you a licence to use our OneClick App, Website and Services that is personal to you only, limited, royalty-free, non-exclusive, revocable, non-transferable and without the right to sublicense. This licence is granted to you to allow you to electronically access and use the OneClick App and Services for the purpose of receiving the benefit of the OneClick App, Website and Services in accordance with these Terms of Use.

10.5. You agree that you shall:

(a) provide true, accurate, current and complete information about yourself when you create your Qumata Profile and maintain and promptly update this data to keep it accurate, current and complete;

(b) not allow anyone else to make use of your Qumata Profile;

(c) not undertake any activity which may harm our reputation or bring us into disrepute;

(d) not use the OneClick App, Website or Services for any fraudulent purpose or to send, upload or post any content which is abusive, defamatory, indecent, menacing, obscene or breaches the rights (including intellectual property rights) of any third party;

(e) not use the OneClick App, Website or Services to impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse any statement you make;

(f) not introduce, transmit or otherwise make available on or via the OneClick App, Website or Services any virus, worm, Trojan horse, spyware, or other computer code, file, or programme that is harmful or invasive or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;

(g) not restrict or inhibit any person from using the OneClick App, Website or Services (including hacking or defacing any portion of the servers or networks used to host the OneClick App, Website or Services);

(h) not replicate, modify, adapt, translate, reverse engineer, copy, decompile, or disassemble any portion of the OneClick App, Website or Services;

(i) not remove any copyright, trade mark, or other proprietary rights notice from any portion of the OneClick App, Website or Services; and

(j) not cause the OneClick App, Website or Services to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the OneClick App, Website or Services is in any way impaired.

11. Closing your Qumata Profile

11.1. You can uninstall the OneClick App at any time, using the functionality within the OneClick App or your mobile device. Please note though that uninstalling the OneClick App will not automatically result in the closure of your Qumata Profile. To close your Qumata Profile, please send an email to support@qumata.com.

11.2. We reserve the right to terminate or restrict your access to the OneClick App, Website and/or Services at any time without notice for any reason whatsoever. Where possible, we will endeavour to provide you with notice of any such termination or restriction of access.

11.3. If the Agreement is terminated or if your Wellness Score has been successfully provided to the Client, your access to the OneClick App, Website and Services will cease.

12. Important disclaimers

12.1. While we will aim to maintain an uninterrupted service through the OneClick App, Website and Services, they are provided on an “as is” basis and we do not promise that your access to the OneClick App, Website or Services will be delivered uninterrupted, securely, in a timely manner or error-free, or that the OneClick App, Website or Services will be free from viruses or other harmful properties. We recommend that you always use up to date firewalls and anti-virus software to protect your equipment and data.

12.2. From time to time, we may carry out maintenance of the OneClick App, Website or Services which may result in certain parts of the OneClick App, Website or Services becoming unavailable.

12.3. While we try to make sure that the OneClick App, Website and Services are secure, you should note that transmission of information via the Internet may not be absolutely secure and could be subject to interception by third parties.

12.4. We reserve the right to modify or discontinue temporarily or permanently all or part of the OneClick App, Website and/or Services, with or without notice, without liability for any modification or discontinuance.

13. Limitation of liability

13.1. Notwithstanding any other provision, nothing in these Terms of Use shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

13.2. If you are dissatisfied with the OneClick App, the Website, the Services or any of these Terms of Use, your sole remedy under these Terms of Use shall be to discontinue use of the OneClick App, the Website and Services.

13.3. Other than as set out in this section 13, and notwithstanding any other provision of these Terms of Use, we shall not be liable in contract, tort (including negligence), statutory duty, misrepresentation or otherwise, for any loss or damage whatsoever arising from or in any way connected with these Terms of Use (including our provision of access to and your use of the OneClick App, the Website and/or the Services), including any liability for:

(a) any of the following:

(i) loss of profits;

(ii) loss of sale or business;

(iii) business interruption;

(iv) loss of agreements or contracts;

(v) loss of anticipated savings; or

(vi) loss of or damage to goodwill,

(vii) whether the same are suffered directly or indirectly; or

(b) any indirect or consequential loss or damage whatsoever.

13.4. All conditions, warranties and obligations which may be implied or incorporated into these Terms of Use by statute, common law, or otherwise and any liabilities arising from them are hereby expressly excluded to the extent permitted by law.

13.5. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for indirect losses. Accordingly, some of the above limitations of liability may not apply to you.

13.6. To the extent that any limitation or exclusion of liability in these Terms of Use proves ineffective, our maximum aggregate liability under or in connection with these Terms of Use (including your use of the OneClick App, Website and Services) whether in contract, tort (including negligence), statutory duty, misrepresentation or otherwise, shall in all circumstances be limited to £100 in aggregate.

14. Making complaints

If you have any complaint about the OneClick App, the Website or any of the Services we provide, you should contact us at support@qumata.com and we will try and resolve it as soon as possible.

15. Other important terms

15.1. We may vary these Terms of Use from time to time. You are advised to regularly check these Terms of Use for any such variation and note the date set out above on which these Terms of Use were last updated. The amended Terms of Use will take effect on the date on which we publish any variation through the App. If you do not agree with the amended Terms of Use then you have the right to stop using the OneClick App, Website and Services, and should do so immediately. Your continued use of the OneClick App, Website and/or Services after the date the changes have been posted will constitute acceptance of the amended Terms of Use.

15.2. Section headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use.

15.3. Each paragraph of these Terms of Use shall be construed separately and independently of the other paragraphs.

15.4. No waiver shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent us from acting upon any continuing or subsequent breach or default.

15.5. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

15.6. If any provision of these Terms of Use shall be interpreted by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and remain enforceable between you and us.

15.7. We are an independent service provider for all purposes when carrying out our obligations under these Terms of Use. Nothing in these Terms of Use is intended to, or shall be deemed to, establish any other kind of legal relationship including partnership, agency, trustee, fiduciary duty, joint venture or any other form of legal association between us.

15.8. Notwithstanding any other provision in these Terms of Use, a person who is not a party to these Terms of Use has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce these Terms of Use.

15.9. These Terms of Use constitute the entire agreement as to its subject matter and supersede and extinguish all previous communications, representations (other than fraudulent misrepresentations) and arrangements, whether written or oral.

15.10. These Terms of Use and any dispute or claim arising out of or in connection with them shall be governed by English law. You and we both agree that the courts of England and Wales shall have non-exclusive jurisdiction.

15.11. Nothing in these Terms of Use seeks to limit any mandatory rights that you may have as a consumer in your own jurisdiction or seek to prevent you from raising any claim in any court which you are entitled due to your status as a consumer.