Terms and Conditions
HEALTHIA END USER LICENCE AGREEMENT: PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE HEALTHIA MOBILE APPLICATION SOFTWARE ON ANY DEVICES. YOU MUST BE OVER 18 YEARS OF AGE IN ORDER TO DOWNLOAD, INSTALL OR USE THE HEALTHIA MOBILE APPLICATION SOFTWARE. IF YOU ARE UNDER 18 YEARS OF AGE YOU MUST NOT DOWNLOAD OR INSTALL THE HEALTHIA MOBILE APPLICATION SOFTWARE AND, IF IT HAS BEEN DOWNLOADED AND INSTALLED DESPITE THE FOREGOING PROHIBITION, YOU MUST REMOVE THE HEALTHIA MOBILE APPLICATION SOFTWARE FROM YOUR DEVICE AND YOU MUST NOT PURCHASE ANY CONTENT, SERVICES AND/OR PRODUCTS PROVIDED BY OR MADE AVAILABLE THROUGH IT. BY DOWNLOADING THE HEALTHIA MOBILE APPLICATION SOFTWARE AND USING ANY SERVICES AND/OR PRODUCTS PROVIDED BY OR MADE AVAILABLE THROUGH IT, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE LEGALLY ABLE TO ENTER INTO AND BIND YOURSELF TO LEGAL AGREEMENTS, INCLUDING THIS END USER LICENCE AGREEMENT.
1.1 This end-user licence agreement (EULA) is a legal agreement between you (you) and Healthia Limited (a company registered in England and Wales with company number 09688675) whose registered office is at 14 Mill Road, Burgess Hill, West Sussex, RH15 8DR (us or we) under which we grant you a licence to use the Healthia mobile application software, any data supplied with the software, and the associated media (collectively, the App) subject to the terms and conditions of this EULA.
1.2 We licence use of the App and Documents (as defined in condition 4.1(a)) to you on the basis of this EULA and subject to any rules or policies applied by any app store provider or operator, (App Store Provider) from whom you have downloaded the App (App Store Terms). We do not sell the App to you. We and our licensors remain the exclusive owners of the App and the Documents and all intellectual property rights in the App and the Documents at all times.
1.4 You should print a copy of this EULA for future reference. This EULA is only available in the English language and any disputes regarding it will be determined by reference to its English language terms.
2.1 The terms of this EULA apply to the App, any of the services accessible through the App (Services) and any of the products accessible through the App (Products), including any updates or supplements to the App or any Service or any Product, unless they come with separate terms, in which case those terms apply. In respect of the open-source and other third party software included in the App or any Services and/or Products, the terms of an open-source or other third party licence may govern such software notwithstanding the terms of this EULA. The terms of such third party licence(s) can be made available upon written request to us. We do not make any express or implied representations or warranties with respect to such third party software, which is provided “as is”, and to the fullest extent permissible under applicable law we expressly disclaim all such representations and warranties with respect to such third party software.
2.2 We may change the terms of this EULA at any time by giving you notice, whether by posting an updated version on our website at www.healthia.life (Website), sending you an email with details of the change or by notifying you of a change when you next start the App. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the App, Services and/or Products.
2.3 From time to time updates to the App may be issued through the store you downloaded the App from (App Store). Depending on the update, you may not be able to use the App, Services and/or the Products until you have downloaded the latest version of the App and accepted any new terms.
2.4 You represent and warrant that you have obtained permission from the owners of any Devices (as defined in condition 3.2) that are controlled, but not owned, by you to download a copy of the App onto the Devices and that you have the power and authority to agree to the terms of this EULA on behalf of the owners of such 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 Services and/or Products on or in relation to any Devices, whether or not they are owned by you, and you agree to indemnify and hold us harmless from and against any claims, demands, losses, costs, expenses (including legal fees) or other damages resulting from or relating to assertions that you did not have the right to download, install and/or use the App on such Devices.
2.6 By using the App or any of the Services and/or Products, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services and/or Products that are internet-based or wireless to improve the Services and/or Products and/or to provide any Services and/or Products to you.
2.8 The App or any Service and/or Products may contain links to other independent third party services and/or websites (together Third Party Sites). Third Party Sites are not under our control, and we are not responsible for and do not endorse their content or their 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.
2.9 As part of registration to use the App, Products and/or Services, members must create public profiles, which may contain certain personal information (such as age, location, total weight loss, ethnicity, marital status, religion, etc.). In addition, members have the option to post photographs, videos and other information on their public profiles. While we expect our members to provide current and accurate information, we do not, and cannot, investigate information contained in member public profiles. Accordingly, we do not represent, warrant, endorse or guarantee the currency or accuracy of public profile information. It is the responsibility of the individual members, not us, to ensure this information is current and correct.
2.10 You acknowledge and understand that we: (a) have not screened and do not in any way screen our members; (b) have not inquired and do not in any way inquire into the backgrounds of our members; and (c) have not reviewed or verified and do not in any way review or verify the statements of the members, including any information or representations contained in public profiles.
2.11 In connection with your use of certain Services and/or Products, you are required to complete a registration form. You represent and warrant that all user information you provide on the registration form or otherwise in connection with your use of such Services and/or Products will be current, complete and accurate, and that you will update that information as necessary to maintain its completeness and accuracy by visiting your personal profile.
2.12 You will also be asked to provide login details including a password in connection with your use of certain Services and/or Products. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, login details or password of any other member at any time. You agree to notify us immediately of any unauthorised use of your account, user name or password. We shall not be liable for any loss that you or third parties incur as a result of someone else using your account, user name or password, either with or without your knowledge.
2.13 You shall indemnify and hold us harmless from and against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with your breach of this EULA. 2.14 Any words following the terms “including”, “include”, “in particular” or “for example” or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
3. Grant and Scope of Licence
3.2 You may download the App onto your mobile Devices (such as a mobile telephone, tablet computer or similar) that are owned by you or controlled, but not owned, by you (Devices) and view, use and display the App on those Devices for your personal purposes only.
4. Licence Restrictions
4.1 Except as expressly set out in this EULA or as permitted by any applicable law, you agree: not to copy the App or any associated instructions or documents (Documents) except where such copying is incidental to normal use of the App for your personal, non-commercial purposes, or where it is necessary for the purpose of back-up or operational security; not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App or Documents; 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; not to disassemble, decompile, reverse-engineer 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) or any other applicable law (including any applicable local laws) 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: is used only for the purpose of achieving interoperability of the App with another software program; is not unnecessarily disclosed or communicated without our prior written consent to any third party; and is not used to create any software or services that are substantially similar to the App; to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App; to include our copyright notice on all entire and partial copies you make of the App on any medium; 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 to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Services and/or Products (Technology), together the Licence Restrictions.
5. Acceptable Use Restrictions
5.1 You must: not use the Website, the App or any Services and/or Products (or enable others’ use thereof):
(i) to act in any way fraudulently or maliciously (for example, by hacking into or inserting malicious code, including viruses or harmful data, into the App, any Services and/or Products or any operating system);
(ii) to upload, post, transmit, display, perform or distribute any content, information or material that is libelous, defamatory, abusive, threatening, excessively violent, obscene, lewd, lascivious, filthy or pornographic, that solicits personal information, that incites, encourages or threatens physical harm against another, that promotes or glorifies racial intolerance, uses hate and/or racist terms or signifies hate towards any person or group of people, that glamorises the use of hard core illegal substances and drugs, that advertises or otherwise solicits funds or constitutes a solicitation for goods or services, or that is generally offensive or in bad taste (as determined by us); or
(i) "stalk" or otherwise harass any person or contact any person who has requested not to be contacted;
(ii) provide false, misleading or inaccurate information to us or any other member;
(iii) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity;
(iv) create more than one unique public profile;
(v) harvest or otherwise collect information about other users of any Services and/or Products, including email addresses and phone numbers;
(vi) use or attempt to use any engine, software, tool agent, or other device or mechanism (including browsers, spiders, robots, avatars or intelligent agents) to harvest or otherwise collect information from the Website for any use, including use on Third Party Sites;
(vii) access content or data not intended for you or log onto a server or account that you are not authorised to access;
(viii) attempt to probe, scan or test the vulnerability of the Website, the App, any Services and/or Products or any associated system or network or to breach related security or authentication measures without proper authorisation;
(ix) interfere or attempt to interfere with the use of the Website, the App or any Services and/or Products by any other user, host or network, including by means of submitting a virus, overloading, "flooding", "spamming", "mail bombing" or "crashing";
(x) send unsolicited e-mail, including promotions or advertisements for products or services;
(xi) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, any Services and/or Products; or
(xii) post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise; not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Services and/or Products, including through the submission of any User Content; not use the App or any Services and/or Products in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and not collect or harvest any information or data from any Services and/or Products or our systems or attempt to decipher any transmissions to or from the servers running any Services and/or Products, together the Acceptable Use Restrictions.
6. Intellectual Property Rights
6.1 You acknowledge that all intellectual property rights (including trade marks, patents, copyright, trade secrets and database rights) in the App, the Documents and the Technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App, the Documents or the Technology other than the right to use each of them in accordance with the terms of this EULA.
6.2 You acknowledge that you have no right to have access to the App in source code form.
6.3 You agree to and hereby grant us a fully paid-up, worldwide, sublicensable, irrevocable, transferable licence to copy, distribute, publish, transmit, publicly display or perform, edit, modify, translate, create derivative works of, reformat and otherwise use your User Content (as defined in this condition 6.3 below) in connection with the operation of any Services and/or Products or any other similar services or related business, in any medium now existing or later devised, including in advertising and publicity. For the purposes of this EULA, User Content is any content, materials or information (e.g. any text, information, photos, images, video and other content and material) you upload or post to, or transmit, display, perform or distribute by means of, any Services and/or Products, whether in connection with your use of the Website or the App or through the use of any Third Party Sites or otherwise.
6.5 You hereby represent and warrant that you own all rights, title and interest in and to your User Content or are otherwise authorised to grant the rights licensed to us under conditions 6.3 and 6.4. You represent and warrant that, when using the Website, the App and any Services and/or Products, you will obey the law and respect the intellectual property rights of others. Your use of the Website, the App and any Services and/or Products is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party’s copyright, trade marks or other intellectual property or proprietary rights. You shall be solely responsible for any violations of any laws and for any infringements of any third party’s intellectual property or proprietary rights caused by your use of the Website, the App and/or any Services and/or Products.
7. Limited Warranty
7.1 We warrant that 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 in all material respects for a period of 7 days from the date on which the App is downloaded or streamed to the Devices (Warranty Period).
7.2 If within the Warranty Period you notify us in writing of any defect or fault in the App as a result of which it fails to perform substantially in accordance with the Documents, and we agree (such agreement not to be unreasonably withheld or delayed) with the assessment that the App is defective or faulty, you will be entitled to receive (at our discretion) either (a) an updated or replacement version of the App that meets the warranty set forth in condition 7.1, or (b) a refund of the money you paid to download the App.
7.3 The warranty provided for in this condition 7 does not apply: (a) if the defect or fault in the App or any Services and/or Products results from you having amended or modified the App or such Services and/or Products or used them in conjunction with third party goods or services for which they were not designed; (b) if the defect or fault in the App or any Services and/or Products results from you having used the App or such Services and/or Products in contravention of the terms of this EULA; and/or (c) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
7.4 The warranty provided for in this condition 7 is the only warranty we grant with respect to the App, Services and Products, and the express remedies set forth in condition 7.2 are the sole remedies available to you with respect to a breach of the warranty set forth in this condition 7.
8. Disclaimers, Exclusions and Limitations of Liability
8.1 Except as expressly set forth herein, we provide the Website, the App and any Services and/or Products on an “as is” and “as available” basis. You acknowledge and confirm that we make no promises or guarantees and do not provide any warranties that the Website, the App and/or any Services and/or Products will be uninterrupted, error free or free from viruses or other harmful components. While we take reasonable precautions to prevent the inclusion of computer viruses and/or other malicious programs in the App or through Products or Services accessed through the App, we accept no liability for them. We also make no promises or guarantees and do not provide any warranties, whether express or implied, that the content in the Website, the App and/or any Services and/or Products is accurate, complete or up-to-date. Except with respect to the warranty set forth in condition 7, and to the extent permitted by applicable law (including any applicable local laws), we exclude and expressly disclaim all other conditions, warranties, representations or other terms that may apply to the Website, the App and/or any Services and/or Products, whether express or implied, including any implied warranty of satisfactory quality, fitness for a particular purpose, merchantability or non-infringement of any third party’s intellectual property or proprietary rights.
8.2 You acknowledge and confirm that neither the Website, the App nor any Services and/or Products has or have 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. You acknowledge and confirm that we make no promises or guarantees and do not provide any warranties that the Website, the App and/or any Services and/or Products will meet your requirements.
8.3 The App and any Services and/or Products are not a substitute for the advice of a medical professional, and the information made available on or through the App and/or any Services and/or Products should not be relied upon when making medical decisions or to diagnose or treat a medical or health condition. If you require medical advice or services, you should consult a medical professional. If you think you may have a medical emergency, call your doctor or, in an emergency, your local emergency number, immediately. Your use of the App and/or any Services and/or Products does not create a doctor-patient relationship between you and us. The App and any Services and/or Products do not contain or constitute, and should not be interpreted as, medical advice or opinion. We are not a medical professional, and we do not provide medical services or render medical advice. You hereby agree that, before using the App and/or any Services and/or Products, you will consult your doctor, particularly if you are at risk for problems resulting from exercise or changes in your diet. You also agree that use of the App and/or any Services and/or Products is entirely at your risk.
8.4 We only supply the App and Documents for domestic, personal 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 (howsoever caused) arising out of or in connection with (a) any damage to your Devices, or (b) any reliance placed on any content displayed in the App.
8.5 We are only responsible for direct losses or damages you suffer that are a foreseeable result of our breach of this EULA or our negligence up to the limit specified in condition 8.6, but to the fullest extent permissible under applicable law (including any applicable local laws) we are not responsible for any unforeseeable loss or damage or any indirect, consequential, incidental or special damages.
8.6 Our maximum aggregate liability under or in connection with this EULA (including your use of the Website, the App and/or any Services and/or Products) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the greater of (a) the total amount paid to us for the use of the App. This does not apply to the types of loss set out in condition 8.7.
8.7. Nothing in this EULA shall limit or exclude our liability for death or personal injury resulting from our negligence, for fraud or fraudulent misrepresentation by us or for any other liability that it is unlawful to exclude or limit.
8.8 Some jurisdictions limit or prohibit some of the disclaimers set forth in this condition 8; to the extent such limitations or prohibitions are applicable to any portion of this condition 8, they shall not invalidate or abrogate the remainder of this condition, which shall be severable and enforceable to the fullest extent permissible under applicable law.
9.1 We may terminate this EULA immediately by written notice to you: if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 7 days after the service of written notice requiring you to do so; if you breach any of the Licence Restrictions or the Acceptable Use Restrictions; we discontinue the App; and/or we are prevented from providing the App for any reason.
9.2 Furthermore, we reserve the right to change, edit, suspend, delete and/or cancel any part of the App and/or your access to it and/or any Services and/or Products, at any time, with or without notice to you: if required by law; due to an event beyond our control; and/or as a result of changes, cancellations or revocation of approval by any applicable App Store Provider.
9.3 On termination for any reason: all rights granted to you under this EULA shall cease; you must immediately cease all activities authorised by this EULA, including your use of the App and any Services and/or Products; you must immediately uninstall and remove the App from all Devices, and immediately destroy all copies of the App and Documents then in your possession, custody or control and certify to us that you have done so; and we may remotely access the Devices and remove the App from the Devices and cease providing you with access to any Services and/or Products.
10. Communication Between us
10.1 If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to Healthia Limited at firstname.lastname@example.org. We will confirm receipt of this by contacting you in writing, normally by email. 10.2 If we have to contact you or give you notice in writing, we will do so by e-mail.
11. Events Outside Our Control
11.1 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).
11.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA: our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.
11.3 Your use of the Website, the App, any Services and/or Products and any ThirdParty Sites is at your sole risk. It is your responsibility to back up any data that you use or input into any of these and to ensure that your backups are current and secure. You acknowledge that it is possible that your data could be lost so it is is your responsibility to make and obtain a backup.
12. Other Important Terms
12.1 We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights under this EULA.
12.2 You may only transfer your rights or obligations under this EULA to another person if we agree in advance and in writing.
12.3 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.
12.4 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.
12.5 This EULA, its subject matter and its formation, are governed by the laws of England and Wales.
12.6 You and we both agree that the English courts will have non-exclusive jurisdiction to resolve any dispute arising out of or relating in any way to your use of the App, Services, Products or the Website. This EULA was last updated on 4th October 2016.