PLEASE READ CAREFULLY: THIS AGREEMENT GOVERNS YOUR RIGHTS TO USE THE HOSTED SERVICES PROVIDED BY ABI GLOBAL HEALTH LIMITED. BY REPLYING IN THE AFFIRMATIVE, YOU ACCEPT THIS AGREEMENT AS A USER AND THE AGREEMENT WILL BE DEEMED A BINDING CONTRACT BETWEEN ABI GLOBAL HEALTH LIMITED AND THE USER. IF YOU DO NOT AGREE TO OR CANNOT COMPLY WITH ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT THEN DO NOT REPLY IN THE AFFIRMATIVE.
ACCEPTABLE USE POLICY
1.1 This acceptable use policy (the "Policy") sets out the rules governing:
(a) the use of the Hosted Services; and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Hosted Services ("Content").
1.2 References in this Policy to "you" are to any individual User of the Hosted Services (and "your" should be construed accordingly); and references in this Policy to "us" are to the Provider (and "we" and "our" should be construed accordingly).
1.3 By using the Hosted Services, you agree to the rules set out in this Policy.
1.4 You must provide your express agreement to the terms of this Policy before you submit any Content or otherwise use the Hosted Services.
1.5 You must be at least 18 years of age to use the Hosted Services; and by using the Hosted Services, you warrant and represent to us that you are at least 18 years of age.
2. General usage rules
2.1 You must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or impairment of the availability or accessibility of the Hosted Services.
2.2 You must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
2.4 You must not abuse the Service; examples of abuse include (but are not limited to):
(a) Allowing an individual other than the User to make use of the Hosted Service;
(b) Asking an unreasonable number of questions about the same medical condition;
(c) Asking questions not directly related to healthcare.
2.5 You agree that:
(a) No physician-patient relationship is established by using the Hosted Services;
(b) All information provided by the Hosted Service is intended for general information purposes, and is not a substitute for professional medical diagnosis or treatment;
(c) The service is not to be used in case of emergency.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content[, and the use of Content by us in any manner licensed or otherwise authorised by you,] must not:
(a) be libellous or maliciously false;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(k) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
5. Factual accuracy
5.1 Content must not be untrue, false, inaccurate or misleading.
5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
8. Marketing and promotion
8.1 You must not use the Hosted Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.
8.4 You must not use the Hosted Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes or programs.
10.1You acknowledge that we may actively monitor the Content and the use of the Hosted Services.
11. Data mining
11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Hosted Services.
12.1 You must not link to any material using or by means of the Hosted Services that would, if it were made available through the Hosted Services, breach the provisions of this Policy.
This Agreement is entered into as of the earliest of the date that the User accepts the terms and conditions herein and activates or uses the Hosted Service.
1.1 Except to the extent expressly provided otherwise, in this Agreement the following terms have the following meanings:
"Account" means an account enabling a person to access and use the Hosted Services;
"Agreement" means this agreement, and any amendments to this Agreement from time to time;
"User Confidential Information" means:
(a) any information disclosed by or on behalf of the User to the Provider that at the time of disclosure:
(i) was marked or described as "confidential"; or
(ii) should have been reasonably understood by the Provider to be confidential;
"User Data" means all data uploaded to, shared with or stored on the Platform by the User; transmitted by the Platform at the instigation of the User; supplied by the User to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the User;
"Effective Date" means the date of execution of this Agreement;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means the provision of health information services which will be made available by the Provider to the User as a service via the internet and mobile telephony in accordance with this Agreement;
"Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the User or any person authorised by the User to use the Platform or Hosted Services;
(c) a failure of the User to perform or observe any of its obligations in this Agreement; and/or
(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;
"Permitted Purpose" means the use of User Confidential Information in relation to the provision of the Hosted Services;
"Personal Data" has the meaning given to it in the Irish Data Protection Act 2003;
"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services and the system and server software used to provide the Hosted Services;
"Provider" means Abi Global Health Limited, an Irish limited company with a registered address at 6 Lapp’s Quay, Cork, Ireland.
"Services" means any services that the Provider provides to the User, or has an obligation to provide to the User, under this Agreement;
"Supported Devices" means any internet-enabled computer or mobile telephony device capable of sending and receiving text messages via SMS or supported instant messaging applications to phone numbers or account identifiers provided by the Provider as part of the Hosted Service;
"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
"Update" means a hotfix, patch or minor update to any Platform software; and
"Upgrade" means a major upgrade of any Platform software.
"User" means User or s using the Hosted Service.
2.1 The term of this Agreement shall commence on the Effective Date
3. Hosted Services
3.2 The Provider hereby grants to the User a worldwide, non-exclusive licence to use the Hosted Services by means of Supported Devices during the Term.
3.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Provider to the User under Clause 4.2 is subject to the following prohibitions:
(a) the User must not sub-license its right to access and use the Hosted Services;
(b) the User must not permit any unauthorised person to access or use the Hosted Services;
(c) the User must not use the Hosted Services to provide services to third parties;
(d) the User must not republish or redistribute any content or material from the Hosted Services; and
(e) the User must not make any alteration to the Platform.
3.5 The Provider shall use all reasonable endeavours to maintain the availability of the Hosted Services to the User.
3.6 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the User's computer or mobile telephony systems or networks;
(d) any breach by the User of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
3.7 The User must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.8 The User must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.9 For the avoidance of doubt, the User has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.10The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the User to the Provider under this Agreement is overdue, and the Provider has given to the User at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
4. Support Services
4.1 The Provider shall provide the Support Services to the User during the Term.
4.2 The Provider shall make available to the User a helpdesk.
4.3 The Provider shall provide the Support Services with reasonable skill and care.
4.4 The Provider shall respond promptly to all requests for Support Services made by the User through the helpdesk.
4.5 The Provider may suspend the provision of the Support Services if any amount due to be paid by the User to the Provider under this Agreement is overdue, and the Provider has given to the User at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
5. User Data
5.1 The User hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement, to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement.
5.2 The User warrants to the Provider that the User Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any relevant jurisdiction and under any applicable law.
5.3 The Provider shall create a back-up copy of the User Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
6. No assignment of Intellectual Property Rights
6.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the User, or from the User to the Provider.
9. Provider's confidentiality obligations
9.1 The Provider must:
(a) keep the User Confidential Information strictly confidential;
(b) not disclose the User Confidential Information to any person without the User's prior written consent;
(c) use the same degree of care to protect the confidentiality of the User Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the User Confidential Information; and
(e) not use any of the User Confidential Information for any purpose other than the Permitted Purpose.
9.2 Notwithstanding Clause 9.1, the Provider may disclose the User Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the User Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the User Confidential Information.
9.3 This Clause 9 imposes no obligations upon the Provider with respect to User Confidential Information that:
(a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
9.4 The restrictions in this Clause 9 do not apply to the extent that any User Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
9.5 The provisions of this Clause 9 shall continue in force indefinitely following the termination of this Agreement.
10. Data Protection
10.1The User warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement, and that the processing of that Personal Data by the Provider for the Permitted Purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws.
10.2To the extent that the Provider processes Personal Data disclosed by the User, the Provider warrants that:
(a) it will act only on instructions from the User in relation to the processing of that Personal Data; and
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data.
12. Acknowledgements and warranty limitations
12.1 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
12.2The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
12.3 The User acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other systems.
12.4The User acknowledges that the Provider will not provide any legal or medical advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the User will not give rise to any legal liability on the part of the User or any other person.
13. Limitations and exclusions of liability
13.1 Nothing in this Agreement will:
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in this Agreement:
(a) are subject to Clause 13.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
13.3 The Provider shall not be liable to the User in respect of any losses arising out of a Force Majeure Event.
13.4 The Provider shall not be liable to the User in respect of any loss of profits or anticipated savings.
13.5 The Provider shall not be liable to the User in respect of any loss of revenue or income.
13.6 The Provider shall not be liable to the User in respect of any loss of use or production.
13.7 The Provider shall not be liable to the User in respect of any loss of business, contracts or opportunities.
13.8 The Provider shall not be liable to the User in respect of any loss or corruption of any data, database or software; providing that this Clause 13.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 7.3 and Clause 7.4.
13.9 The Provider shall not be liable to the User in respect of any special, indirect or consequential loss or damage.
14. Force Majeure Event
14.1 If a Force Majeure Event gives rise to a failure or delay in the Provider performing any obligation under this Agreement, that obligation will be suspended for the duration of the Force Majeure Event.