LumiraDx Care Solutions UK Ltd
Engage Software Licence Agreement
SCOPE OF AGREEMENT
This Agreement sets out the terms on which you may use:
- the software known as Engage and any updates or supplements to it (Engage) once you have downloaded a copy of Engage onto your mobile telephone or handheld device (Mobile Device) and/or logged onto the web site;
- any services accessible through Engage (Services), unless otherwise stated; and
- the electronic documentation made available via Engage (Documentation).
This Agreement applies to your use of Engage the Services and the Documentation regardless of the delivery platform or device used to access it.
Engage the Services and the Documentation are provided to facilitate supported patient self-care provided by clinicians by enabling transmission of data between you and your clinician. Your clinician is responsible for your care and will retain full and sole responsibility for prescribing and dosing medication. We do not provide clinical advice or clinical services.
By clicking the “Accept” button, you confirm that you agree to the terms of this Agreement which will bind you.
You will be responsible for ensuring that any use of Engage, the Services or the Documentation by a carer complies with the terms of this agreement.
This notice forms part of the agreed terms. If you do not agree to the terms of this Agreement, we will not license Engage to you.
1.1. You must be 18 years or older to accept this Agreement.
1.2. We licence use of Engage to you on the basis of this Agreement and subject to any rules or policies applied by any appstore provider or operator from whose site you download Engage (Appstore rules)
1.3. If any open-source software is included in Engage the terms of an open-source licence may override some of the terms of this Agreement.
1.4. You will be assumed to have obtained permission from the owners of the devices, on which you have downloaded or used a copy of Engage which are controlled, but not owned, by you.
1.5. 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 words.
2 Grant and scope of licence
2.1. In consideration of you agreeing to abide by the terms of this Agreement, we grant you a non-transferable, non-exclusive licence to use Engage the Services and the Documentation, subject to these terms. We reserve all other rights.
2.2. You may only:
(a) use Engage and the Services for your personal purposes; and
(b) share access to Engage and the Services with your carer or close family member for the purposes of sub-clause (a); and
(c) use the Documentation to support your use of Engage and the Services as provided in sub-clauses (a) and (b)
3 Licence restrictions
You agree that you will:
(a) not copy Engage the Services or the Documentation;
(b) not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify, Engage the Services or the Documentation;
(c) not make alterations to, or modifications of, the whole or any part of Engage the Services or the Documentation or permit Engage the Services or the Documentation or any part to be combined with, or become incorporated in, any other programs or documentation;
(d) not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Engage or the Services,;
(e) not provide or otherwise make available Engage the Documentation or the Services in whole or in part (including object and source code), in any form to any person other than provided for in clause 2.2 without prior written consent from us;
together Licence Restrictions.
- Acceptable use restrictions
(a) not use Engage the Services or the Documentation in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into Engage the Services or the Documentation or any operating system;
(b) not infringe our intellectual property rights or those of any third party in relation to your use of Engage the Services or the Documentation (to the extent that such use is not licensed by this Agreement);
(c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of Engage the Services or the Documentation;
(d) not use Engage the Services or the Documentation in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
(e) not collect or harvest any information or data from Engage the Services or the Documentation.
together Acceptable Use Restrictions.
5. Registered users
5.1. If you choose, or you are provided with, a password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
5.2. We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the terms of this Agreement.
6.1. You agree to undertake any training as set out by Engage or requested by your clinician from time to time.
6.2. You further agree to participate in any additional monitoring or face to face appointments as your clinician may from time to time require.
7. Intellectual property rights
7.1. You acknowledge that all intellectual property rights in Engage the Services or the Documentation throughout the world belong to us (or our licensors) and that rights in Engage the Services or the Documentation are licensed (not sold) to you. You have no rights in, or to, Engage the Services or the Documentation other than the right to use them in accordance with this Agreement.
7.2. You acknowledge that you have no right to have access to Engage in source-code form.
8. Limitation of liability
8.1. You acknowledge that Engage the Services or the Documentation have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of Engage and the Services as described in the Documentation meets your requirements.
8.2. We only supply Engage the Services and Documentation for domestic and private use. You agree not to use Engage the Services or the Documentation for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
8.3. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of this Agreement or our negligence up to the limit specified in clause 8.4, but we are not responsible for any unforeseeable loss or damage.
8.4. Our maximum aggregate liability under or in connection with this Agreement (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to value of the PSC Device (as defined in clause 10 below) and Services. This does not apply to the types of loss set out in clause 8.5.
8.5. Nothing in this Agreement shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation; and
(c) any other liability that cannot be excluded or limited by English law.
8.6. This Agreement sets out the full extent of our liability to you in respect of Engage the Services and the Documentation. Except as expressly stated in this Agreement, there are no representations, warranties or guarantees, whether express or implied, that are binding on us. Any condition, warranty or guarantees concerning Engage the Services and the Documentation which might otherwise be implied into this Agreement, whether by statute, common law, or otherwise, is excluded to the fullest extent permitted by law.
9.1. We may terminate this Agreement immediately by written notice to you:
(a) if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; and
(b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
9.2. On termination for any reason:
(a) all rights granted to you under this Agreement shall cease;
(b) you must immediately cease all activities authorised by this Agreement, including your use of Engage the Services and the Documentation; and
(c) you must immediately delete or remove Engage from all devices, and immediately destroy all copies of Engage in your control and confirm that you have done so.
This clause 10 of the Agreement sets out the basis on which any personal data we collect from you, that you provide to us or that you submit via Engage, or which is otherwise transmitted to Engage, will be processed by us. Please see clause 10.3 for an explanation of the types of data that this will include.
Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
By using Engage, you consent to the collection, use and transfer of your personal data in accordance with this policy and you warrant that all data provided by you is accurate.
10.1. Your Data
Engage sends and receives data from the clinical software used by your clinician for the purpose of providing you with supported self-care for your medical condition.
You should be aware that the transmission of information via the internet can never be completely secure. Under the Data Protection Act 1998, we are the data controller of this data and we take our obligations to look after your data very seriously and we shall:
· implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; and
· not process or transfer any personal data outside the European Economic Area.
10.3. Information we may collect from you
We may collect and process the following data about you:
- Information you give us (Submitted information). You may give us information by filling in forms on Engage, submitting your test results or any other data via your device(s) and/or component to be used for patient self-care (“PSC Device”) or by corresponding with us (for example, by email). This includes information you provide when you enter your shipping address for a PSC Device, register to use Engage, download Engage, subscribe to any of our Services, complete training exercises, participate in surveys, and when you report a problem with Engage or Services. The information you give us may include your name, address, date of birth, NHS number, email address, mobile device telephone number, username, password, physical health information, medical records and other registration information.
- Information we collect about you, your Mobile Device or other computer. Each time you visit Engage or use Engage we may automatically collect the following information:
o Mobile Device and/or other computer Information: we may collect information about the type of Mobile Device and/or computer and PSC Device you use, a unique device identifier, network information, your operating system and the type of browser you use;
o Content Information: we may collect information stored on your Mobile Device and/or computer, including login information, test results or any other data and health information stored on your Mobile Device and/or computer;
o Log Information: we may collect details of your use of Engage, your visits to Engage and the resources and Services that you access;
- Information we receive from other sources (Third Party Information). We are working closely with third parties (for example, clinicians and other healthcare professionals and suppliers of PSC Devices, courier services and support services) and may receive information about you from them.
If you contact us we may keep a record of that correspondence.
- Unique application numbers: when you install or uninstall Engage containing a unique application number or when Engage searches for automatic updates, that number and information about your installation (for example, the type of operating system) may be sent to us.
10.4. Uses made of the information
We use information held about you in the following ways:
- Submitted Information: We may use this information:
o to ensure that content on Engage is presented in the most effective manner for you and for your computer and/or Mobile Device;
o to contact you by email, telephone, SMS message or device notifications with notifications, reminders and information relating to your use of Engage or PSC Devices;
o to provide you with information that you request from us or information about programmes and services that we feel may interest you. We may contact you about these by post or telephone or email provided in all cases that you have ticked the relevant box situated on the form on which we collect your data (the activation website);
o to provide you with information from your clinician covering your treatment, medication, appointments or other data your clinician needs to provide to you that relates to your health and medical condition;
o to update your clinician, where such information relates to your health and medical records; and
o to notify you about changes to Engage and Services;
- Device information: We may use this information to maintain, protect and improve Engage and ensure you are using the correct version of Engage.
- Content Information: We may use this information to update your clinician (where such information relates to your health and medical records.
- Log information: We may use this information to ensure that content on Engage is presented in the most effective manner for you and for your computer and/or Mobile Device.
- Third Party Information: We may use this information to carry out obligations arising from any contracts entered into between us and third parties (including our contract with the app store provider).
- Unique application numbers: We may use this information to maintain, protect and improve Engage.
We may associate any category of information with any other category of information and will treat the combined information as personal data in accordance with this policy for as long as it is combined.
10.5. Disclosure of your information
We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the Companies Act 2006.
We may disclose your personal information to third parties:
- For the purposes of supply of PSC Devices or Components and the support of Engage
- If LumiraDx Care Solutions UK Ltd or substantially all of its assets are acquired by a third party, in which case personal data held by it about its users will be one of the transferred assets.
- If we are under a duty to disclose or share your personal data in order to comply with any legal or regulatory obligation or request.
- In the event that your clinician needs to access this information.
- In order to:
o enforce or apply this Agreement, and other agreements or to investigate potential breaches; or
o protect the rights, property or safety of LumiraDx Care Solutions UK Ltd our users, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.
10.6. Your rights
You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes. You can exercise your right to prevent such processing by ticking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at firstname.lastname@example.org .
Engage may, from time to time, contain links to other websites. If you follow a link to any of these websites, please note that these websites and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any personal data that may be collected through these websites or services. Please check these policies before you submit any personal data to these websites or use these services.
10.7. Access to information
The Data Protection Act 1998 gives you the right to access information held about you. Your right of access can be exercised in accordance with that Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
10.8. Support services and communications between us
If you want to learn more about Engage or have any problems using them please take a look at our support resources provided to you by us from time to time.
If you experience any issues with Engage or the Services, please email us at email@example.com or call us on 01209 721945 or any other telephone number or email address as we may notify you in writing from time to time.
If you wish to contact us in writing for any other reason you can send us an e-mail at firstname.lastname@example.org. We will confirm receipt of this by contacting you in writing, normally by e-mail.
If we have to contact you, we will do so by email, telephone or SMS using the details you provide to us when you register to use Engage.
10.9. Changes to this Agreement
We may need to change this Agreement to reflect changes in law or to deal with additional features which we introduce.
We will give you at least 30 days’ notice of any change by sending you an email with details of the change or notifying you of a change when you next start using Engage.
If you do not accept the notified changed you will not be permitted to continue to use Engage or the Services.
10.10. Updates and changes to services
From time to time we may automatically update Engage and change the Services to improve performance, enhance functionality, reflect changes to operating system or address security issues. Alternatively we may ask you to update Engage for these reasons.
If you choose not to install such automatic updates you may not be able to continue using Engage.
10.11. Other important terms
If our provision of Engage the Services and the Documentation is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if the delay continues for a period of 30 days or more you may contact us to end this Agreement.
We may transfer your rights and obligations under this Agreement to another person, if we agree in writing.
If we fail to insist that you perform any of your obligations under this Agreement, 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.
Each of the terms of this Agreement operates separately. If any court of competent authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect.
Please note that this Agreement, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
Questions, comments and requests regarding any part of this Agreement should be addressed to email@example.com or such other email address as we may notify to you in writing from time to time.