NEUTRALLY: TERMS OF SERVICE

These terms of service (together with the documents, information and policies referred to in these terms of service) ('Terms of Service') set out the legal terms that apply to your use of our services (which include the supply of our 'Neutrally' mobile software application and any updates or supplements to it ('App'), our 'Neutrally' websites, and any products or services connected with the App and our websites), whether operated by us or on our behalf ('Services').

By accessing any Service, you agree to be bound by these Terms of Service so please read them carefully.

You represent that you are at least 18 years old and, if you are accepting these Terms of Service on behalf of someone else, you represent that you have the authority to do so. If you download or stream the App onto any phone or other device, you will be responsible for complying with these Terms of Service, whether or not you own the phone or other device.

Who we are

These Terms of Service are between you and Neutrally Holdings Ltd ('we' 'us' or 'our'). We are a company registered in England and Wales, number 13416338.

Access to the Services

After you sign-up on our website, we shall (if you are selected to participate in the trial):

send you one or more physical glucose monitors, together with a unique code to access the App;

allow you to use the Services for your personal purposes only; and

allow you to use any update of the App that we may provide.

As the technology we use to provide the Services is still in a development phase, we will grant you access to the Services at the rates that will be notified to you from time to time and that will be applicable subject to your acceptance.

We are giving you personally the right to use the Services. You may not transfer the Services to someone else, whether for money, for anything else or for free. If you sell any device on which the App is installed, you must remove the App from it.

You may be required to provide certain information (including age, gender, waist measurements, weight, height, allergy information, dietary requirements and any other health information the user wishes to share) to register for and/or use the Services. Such information shall be up-to-date and accurate to the best of your knowledge and belief.

You may also be asked to choose a username and password. You are entirely responsible for maintaining the security of your username and password. You agree not to disclose your username and password to any third party.

The ways in which you can use the Services may also be controlled by the respective App stores' rules and policies. The App stores' rules and policies will take precedence where there are differences between the two.

Disclaimer

The Services are designed to optimise and improve lifestyle factors. We are not a healthcare provider, nor should our Services be considered medical advice. Accordingly:

we make no representations, warranties, or guarantees as to the diagnostic capabilities and/or efficacy of any Service;

you should not use the Services if you have an underlying medical condition without first seeking medical advice;

the Service is not a medical device, nor constitutes medical treatment;

we cannot guarantee and do not promise any specific results from using the Services; and

any use of the Services is at your sole risk and discretion.

IF YOU BELIEVE THAT YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR, 999 OR NHS 111 IMMEDIATELY. NO ACTION OR INACTION SHOULD BE TAKEN BASED SOLELY ON THE CONTENTS OF THE APP OR SERVICES, NOR SHOULD YOU EVER DELAY SEEKING MEDICAL ADVICE OR TREATMENT DUE TO THE INFORMATION CONTAINED ON THE APP OR PROVIDED THROUGH OUR SERVICES.

Our Services are intended to be used in conjunction with a physical glucose monitor that we will provide to you. You agree not to use any third-party equipment that is not supplied by us.

You understand and agree that the Services are provided 'as is'. Accordingly:

whilst we try to make sure that Services are accurate, up-to-date and free from bugs or viruses, we cannot promise that they will be;

we do not promise that the Services will be uninterrupted; and

we, our affiliates and suppliers expressly disclaim all warranties of any kind, express or implied, unless otherwise specified.

Your privacy

We only use your personal information in accordance with our Privacy Notice. Please take the time to read this carefully, as it includes important information about how we collect and use your data. By using our Services, you agree to the use of your data as described in our Privacy Notice and you warrant that all data provided by you is accurate and up-to-date.

We may collect and use technical information about the devices you use the App on and related software, hardware, and peripherals to improve our products and to provide any Service to you.

Operating system requirements

This App requires a mobile device with the following operating system: iOS 13 or newer (Android launching Q3 2023).

Intellectual property rights

All intellectual property rights in any Services throughout the world belong to us (or our licensors) and the rights in the Services are licensed (and not assigned) to you on a non-exclusive, non-transferable, personal basis.

All intellectual property rights in information or material you provide to us shall remain owned by you or the relevant third-party owner. By agreeing to these Terms of Service, you grant us a royalty-free, irrevocable, perpetual, non-exclusive license to use, copy or otherwise utilise the information or material to the extent necessary or desirable to perform or provide the Services and to improve our products and services (including improving the Services, our operations and systems, and/or combining data with other data sets). By submitting any information or material to use, you represent and warrant that you have all rights, power and authority necessary to grant the rights to such information or material to us. Any intellectual property rights in data, analysis and improvements derived from our use of information you provide shall be owned by us.

You grant to us a royalty-free, irrevocable, perpetual and non-exclusive license to use, copy or otherwise utilise any feedback or content you send to us to the extent necessary to perform or provide the Services and to improve our products and services (including improving the Services, our operations and systems, and/or combining data with other data sets).

Nothing in these Terms of Service grants you any legal rights in the Services other than as necessary for you to access it, except as otherwise expressly stated in these Terms of Service.

Restrictions

You agree that you will:

not rent, lease, sub-license, loan, provide, or otherwise make available, the Services in any form, in whole or in part to any person without prior written consent from us;

not copy the Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;

not translate, merge, adapt, vary, alter or modify, the whole or any part of the Services nor permit the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Service on devices as permitted in these Terms of Service;

comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by any Service;

not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Service, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Service or any operating system;

not infringe our intellectual property rights or those of any third party in relation to your use of any Service (to the extent that such use is not licensed by these Terms of Service);

not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of any Service;

not use any Service 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 Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

Indemnity

You agree to indemnify, defend and hold us harmless, including our affiliates, officers, directors, employees, consultants, agents and suppliers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from your violation of these Terms of Service, or the infringement or violation by you or any other user of your account of any right of any person or entity or applicable law in connection with the Services.

Limitation of liability

To the maximum extent permitted by applicable law and without prejudice to (i) any statutory rights set out in the Consumer Protection Act 1987, or (ii) remedies available to you for Services (including the supply of physical glucose monitors) that are of unsatisfactory quality, in no event shall our aggregate liability arising out of or related to these Terms of Service, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed £1,000.00.

The limitation of liability set forth in section 9.1 above shall not apply to death or bodily injury resulting from our negligent acts or omissions, or any other liability that cannot be lawfully excluded or limited.

Third-party websites

The Services may contain links to websites which are not provided by us. Such websites are not under our control, and we are not responsible for and have not checked and approved their content or privacy policies (if any). You will need to make your own independent judgement about whether to use any such websites, including whether to buy any products or services offered by them.

Support and contact details

If you want to learn more about the App or the Services or if you have any problems using them please take a look at our support resources within the Help section of the App. You may also contact us using the following email address: support@neutrally.io.

If we have to contact you we will do so by email or using any other contact details you have provided to us.

Changes to these Terms of Service or to the Services

We may need to change these Terms of Service to reflect changes in law, best practice or to deal with additional features which we introduce. We will notify you of a change when you next start the App or use any Service.

If you do not accept the notified changes, you will not be permitted to continue to use the App and any Service.

We may, in our sole discretion, discontinue the App or any Service or modify the features of the App or Services from time to time without prior notice. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to these Terms of Service; your continued use of the Services after any changes shall constitute your consent to such changes.

Force majeure

We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations to you if such failure or delay is caused by an event outside of our control. An event outside of our control means any act or event beyond our reasonable control such as the actions of third-party suppliers, act(s) of God, wars, terrorist attacks, embargos, riots, strikes, lock-outs, trade disputes, fires, floods, earthquakes or other natural disasters, break-down, inclement weather, interruption of transport, pandemics, epidemics, Government action or failure of public or private telecommunications or transport networks. If such an event takes place and it affects the performance of our obligations to you: (i) we will contact you as soon as reasonably possible to notify you; and (ii) our obligations to you will be suspended for the duration of the event.

Termination of these Terms of Service by us

If you fail to comply with any provision of these Terms of Service, we may terminate (wholly or partially) these Terms of Service immediately by contacting you, and you must cease any further use of the Services. We reserve any right to refuse to provide the Services (wholly or partially) if we reasonably believe there is a threat to your health or risk of serious harm.

Any provision that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms of Service shall remain in full force and effect.

Assignment and other dealings

We may at any time transfer (by way of assignment or novation) these Terms of Service to any of our group companies upon written notification to you or general notice on our website (and you consent to any such transfer). We may also assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of our rights and obligations under these Terms of Service.

No rights for third parties

These Terms of Service do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms of Service.

Severability

Each of the sections and paragraphs of these Terms of Service operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining sections and paragraphs will remain in full force and effect.

Waiver

If you breach these Terms of Service and we take no action, or if we delay in taking action, that does not mean that we have waived our rights and we shall be entitled to use our rights and remedies. If we do waive a breach by you, we will only do so in writing (signed by one of our directors), and that shall not mean that we will automatically waive any later breach by you.

Governing law and jurisdiction

Anything related to your use of the App, Services or these Terms of Service is governed by English law. To the fullest extent permitted by law, the courts of England shall have the exclusive jurisdiction over any dispute or claim relating to these Terms of Service.

Entire agreement

These Terms of Service constitute the entire agreement between you and us and they supersede any and all earlier agreements between you and us.