Terms & Conditions

Patient/Individual Terms & Conditions

These Terms & Conditions govern your use of theiOWNA Platform and any content on the platform that is located athttps://app.iOWNA.comand any mobile application used to access that platform (the " iOWNA Platform"). They also govern your participation in any other services that we provide to your healthcare provider and that you participate in and references to the iOWNA Platform shall be read as including such services unless the context otherwise requires.

Introduction

The iOWNA Platform allows your healthcare provider (usually a hospital consultant, specialist nurse, G.P., therapist or similar referred to as "your Healthcare Provider") to select and provide to you patient-focussed content, being healthcare information and guidance for specified medical conditions ("Content"). The purpose of the Content is to give you more information and guidance about your medical condition and how to manage it.

Your Healthcare Provider is responsible for selecting the Content that is most appropriate for you. To access the iOWNA Platform you must register and set-up a free account. When you do so, you will accept these Terms & Conditions and the accompanying Patient Privacy Policy and they will apply to you when accessing the iOWNA Platform and Content.

In some cases your Healthcare Provider will use the iOWNA Platform to send to you customised patient surveys that relate to your condition and/or medication and that you must return to them or to us or submit through the iOWNA Platform, as a part of their monitoring of your treatment. You will need to register with the iOWNA Platform to participate in these important patient surveys and your participation in such surveys will also be subject to these Terms & Conditions.

The iOWNA Platform and Content are a support tool for your Healthcare Provider only and with respect to your care and support they are not a substitute for their clinical skills and judgement. The iOWNA Platform and Content should not be relied on to determine any form of treatment or management of any medical condition unless and only to the extent that your healthcare professional recommends.

iOWNA carefully curates content to find the best and most appropriate information and guidance for patients with specified medical conditions, however, iOWNA provides no guarantee that content is accurate, complete, error-free or up-to-date or that it is appropriate for you and it is the responsibility of your healthcare professional to determine that it is.

Access to the platform

Your access to the iOWNA Platform is dependent on your Healthcare Provider (the one that invited you to register). If they cease using the platform or you change healthcare provider you will lose access to the iOWNA Platform and Content.

In any event iOWNA may decide to remove your account and terminate these Terms & Conditions at any time at its discretion.

You may only have one access or account on the platform. If you are under 18 years of age you must have the consent of your parent/guardian to access the iOWNA Platform and Content and your account must be set-up by them using their own email. A parent/guardian is bound by and must comply and ensure that any child accessing the iOWNA Platform complies with these Terms & Conditions.

Your access to the iOWNA Platform and Content is also on condition that you meet the following requirements:-

Failure to meet any of these conditions will give iOWNA the right to terminate your access and account.

Platform and Content Availability

You agree that access and use of the iOWNA Platform and Content is on an 'as is' and 'as available' basis and at your sole risk.

Where you access the iOWNA Platform using an iOWNA mobile application, the operating system on the mobile device you use is under the control of a third party and iOWNA has no responsibility to ensure that its mobile application is or remains compatible with such operating system following any updates or changes to the same. Also iOWNA does not guarantee that its mobile application and any updates to the mobile application will be made available in any 'App Store' or equivalent store operated by other third party.

The iOWNA Platform may also include links to external sites operated by third parties. iOWNA is not responsible for the content of these sites or for anything provided by them and does not guarantee that they will be continuously available. The inclusion of links to external sites does not imply an endorsement by iOWNA of, or association with, their operators or promoters.

iOWNA reserves the right to change the design, features and/or functionality of the iOWNA Platform accessible to you, at any time. Where you access the iOWNA Platform using a mobile application, such changes will be made available as an application update or download - if you do not download and install any updates you acknowledge that the platform and its functionality may cease to be available to prior versions of the application.

iOWNA also reserves the right to change, update or remove any of the Content without prior notice.

Where Content has been provided by a third party, including by your Healthcare Provider and such third party updates or corrects the same we shall have no responsibility to you, notwithstanding that any version of this Content held on the iOWNA Platform has not been corrected or updated or the same has not happened in a timely manner.

Intellectual Property Rights

We permit you to use the iOWNA Platform and Content but all intellectual property rights in the same (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos), are owned by iOWNA or our licensors. These Terms and Conditions do not give you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading any mobile application or Content or any other content from the iOWNA Platform.

Confidential Information

iOWNA may have entered into additional agreements with the healthcare organisation (such as a hospital trust, GP practice, healthcare network or other public or private healthcare organisation or company "your Healthcare Organisation") that your Healthcare Provider works for or with. These agreements will provide additional protection for you and your personal information and iOWNA will be subject to the requirements set out in those agreements when handling your personal information. ThePatient Privacy Policysets out your rights relating to your Personal Information.

On registering to the iOWNA Platform you will have agreed to thePatient Privacy Policythat describes how your personal data is managed or processed by us and for what purposes. You acknowledge and agree that where you participate in patient surveys conducted by or through your Healthcare Provider, iOWNA may collect, process, store and use medical information concerning you that is contained in any such survey and our handling of such information, including the bases for collection of it, are also set out in the Patient Privacy Policy. This policy document is available to you at any time on the iOWNA Platform and if you have any questions or concerns relating to your personal information you should contact your healthcare professional or contact iOWNA using our details on the platform.

BY ACCEPTING THESE TERMS AND CONDITIONS YOU ARE ALSO AGREEING THAT WE MAY COLLECT, PROCESS, STORE AND USE YOUR PERSONAL INFORMATION AS DESCRIBED IN THEPATIENT PRIVACY POLICY.

iOWNA does not claim ownership of the data that you transmit to iOWNA or submit to the iOWNA Platform. By disclosing your personal information to us, you grant us a worldwide, royalty-free, non-exclusive licence to use, distribute, reproduce, modify, adapt, publish and translate such data for the purpose of providing you with the iOWNA Platform and any other services that your Healthcare Provider has asked us to provide, such as patient surveys. iOWNA may create, access, retain, use for its own purposes or disclose and sell to third-parties aggregated, anonymised, de-identified data derived from the iOWNA Platform and Content including any other services that we have provided to your healthcare professional for the purposes of (i) research, commercial or otherwise, by iOWNA or a third party: (ii) to evaluate performance or impact of the iOWNA Platform, Content and other services that we offer, or to (iii) enhance the functioning of the iOWNA Platform. You agree that these Terms & Conditions permit iOWNA to take any such actions. In taking such actions iOWNA may become a controller of any personally identifiable information and will manage the same in accordance with thePatient Privacy Policy.

Support

iOWNA provides support for users of the iOWNA Platform though most issues can and should be resolved by you using the online resources that we provide as a part of the iOWNA Platform. Support does not include addressing issues arising from the hardware, operation or configuration of any device used by you.

iOWNA will reasonably endeavour to resolve service issues in a timely manner, but we do not guarantee that all service issues can be resolved or the timeliness with which they are addressed or resolved, whatsoever. iOWNA at its sole discretion may decline support if we consider your conduct to be harassing or abusive to any staff of iOWNA.

Liability and Indemnity

To the fullest extent permitted by law, we accept no liability for any loss or damage of any kind incurred as a result of you (or in the case of a parent/guardian, either you or your child) using or relying on the iOWNA Platform or any Content. However, nothing in these Terms & Conditions shall exclude iOWNA's liability for death or personal injury arising out of our negligence or fraudulent misrepresentation, or any breach of a term implied by the Consumer Rights Act 2015 which by law may not be limited or excluded or for any other liability that may not be limited or excluded by English law or regulation.

To the extent permitted by applicable law, in no event, shall iOWNA be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability iOWNA does have for losses you suffer is strictly limited to losses that were reasonably foreseeable and shall not, in aggregate,
exceed the sum of £100.

You agree to indemnify, defend and hold harmless iOWNA, its affiliates and their respective officers, directors, employees, agents, successors, assigns and licensors from and against any and all claims, demands, liabilities, losses, costs and expenses (including solicitors' and experts' fees) made by an you patient or any third party whatsoever due to or arising out of, or related to a breach of these Terms and Conditions or laws, regulations or third party rights including any breach of data protection or privacy obligations, any infringement of their copyright or intellectual property rights of any third party by you, anyone associated with you or otherwise in connection with your use of the iOWNA Platform, whether by negligent act, omission or wilful misconduct.

Termination by iOWNA of your access to the iOWNA Platform is not an exclusive remedy and if we do so, it will be without prejudice to any other remedies iOWNA may have under these Terms & Conditions, by law, or otherwise.

Changing these Terms and Conditions

iOWNA may change these Terms and Conditions at any time at our discretion and without prior notice. iOWNA will notify by email or by a message within your iOWNA account of any such updates. Updates to the Terms and Conditions will also be indicated by a change in the version date of that document on the iOWNA Platform and your continued access to your platform account following any such change constitutes your agreement to follow and be bound by the most recent version of these Terms & Conditions.

You may not transfer or assign any of your rights or obligations under these Terms & Conditions.

General Terms

You may not transfer or assign any of your rights or obligations under these Terms & Conditions.

These Terms & Conditions will be governed by and construed in accordance with English law. You agree that any dispute between you and iOWNA regarding the iOWNA Platform or Content or other services that we provide from time to time will only be dealt with by the English courts, Nothing shall prevent iOWNA from bringing proceedings to protect our intellectual property rights before any competent court.

No other person shall have any rights to enforce our agreement or any provisions of these Terms & Conditions, whether under the UK Contracts (Rights of Third Parties) Act 1999, or otherwise.

If iOWNA fails to enforce any of its rights under these Terms & Conditions, that does not result in a waiver of such rights.
iOWNA shall not be liable to you for any delay or failure to perform any obligation under these Terms & Conditions if the delay or failure is due to unforeseen events, which are beyond our reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of a necessary license by the government or other governmental agencies.

Contacting Us

These Terms & Conditions are entered into between you and iOWNA wHealth Ltd registered in England under no. 12087136, whose registered office address is 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH.

We can be contacted at the above address or through links on the iOWNA Platform. Technical issues with any mobile application or the operation of your account should use those links. All notices to, or inquiries of, us should be sent in writing to that address or emailed to privacy@iowna.com.

Any notices that we send to you will be sent to your email address registered in the iOWNA Platform and you agree to keep that email address up-to-date.

Clinician Terms & Conditions

These Terms & Conditions govern your use of the iOWNA Platform and any content on the platform located at https://app.iowna.com and any mobile application used to access that platform (the " iOWNA Platform"). They also govern your participation in any Extended Services that we provide to you or your Healthcare Organisation and that you participate in and references to the iOWNA Platform shall be read as including such services unless the context otherwise requires. These Terms & Conditions are a legal agreement between you and iOWNA wHealth Ltd (" iOWNA ", "we", "us") who owns and operates the iOWNA Platform.

Introduction

The iOWNA Platform provides healthcare clinicians with access to a curated library of iOWNA and third party produced patient-focussed content, being healthcare information and guidance for specified medical conditions ("Content").

The iOWNA Platform also provides to healthcare clinicians a management and distribution system that enables them to select and distribute or otherwise make available Content to patients under their care, whom the healthcare clinician determines will benefit from the same in the ongoing management or support of a relevant medical condition.

To access the iOWNA Platform you will have been invited to register by or on behalf of a healthcare organisation such as a Hospital Trust, GP practice, a healthcare network or other public or private organisation or company whom you are employed by or associated with in providing healthcare to patients ("your Healthcare Organisation"). If you are a sole practitioner or a smaller practice you will have received a direct invitation or registration from iOWNA or will have registered through the iOWNA Platform directly. Whichever applies, to register and access the iOWNA Platform and Content you must or will have accepted these Terms & Conditions and theClinican User Privacy Policywhich will apply to you and your use of the iOWNA Platform and Content and any other services (referred to as "Extended Services") that we have agreed with you or your Healthcare Organisation.

The iOWNA Platform and Content are a support tool for your Healthcare Provider only and with respect to your care and support they are not a substitute for their clinical skills and judgement. The iOWNA Platform and Content should not be relied on to determine any form of treatment or management of any medical condition unless and only to the extent that your healthcare professional recommends.

iOWNA carefully curates content to find the best and most appropriate information and guidance for patients with specified medical conditions, however, iOWNA provides no guarantee that content is accurate, complete, error-free or up-to-date or that it is appropriate for you and it is the responsibility of your healthcare professional to determine that it is.

Access to the platform

We will have agreed with your Healthcare Organisation (or directly with you) a licence for you to use the iOWNA Platform and Content. If you have a direct licence with iOWNA then you will be subject to these Terms & Conditions including the terms and conditions contained below under the heading "Direct Licence Terms". In either case, your licence will normally run for at least 12 months but if NOT renewed or if terminated, your access to the iOWNA Platform and Content and that of your patients may cease and your account(s) locked.

Unless you have a direct licence with iOWNA , you must remain associated with your Healthcare Organisation who invited you to access the platform or, if you have changed to another and that organisation also has a licence with iOWNA to use its platform, they have notified us and your registration has been transferred to that new organisation or terminated. Note that your Healthcare Organisation may remove your access if you leave them or for other reasons at their discretion.

Your access to the iOWNA Platform and Content and that of your patients is also on condition that you meet the following requirements:

If your patient fails to comply with thePatient Terms & ConditionsorPatient Privacy Policythen iOWNA reserves the right to terminate their access and account.

If you participate in any Extended Services offered by iOWNA such as patient surveys or patient compliance studies, including Patient Reported Outcome Measures such as the EQ5D, such services will be subject to these Terms & Conditions. You will ensure strict compliance with clinical best practice and appropriate disclosures to your patients and with any associated requirements of your Healthcare Organisation, if applicable, in offering those services to your patients and monitoring their effective use of those services including securing any necessary or appropriate consents from them. Failure to do so might result in iOWNA or your Healthcare Organisation immediately ceasing the provision of such services, in whole or in part and will be a breach of these Terms & Conditions.

From time to time a third party such as a pharmaceutical or medical device company might agree with you that you will participate in a patient related study ("third party study"). Such a company might also have an agreement with iOWNA to use the iOWNA Platform or iOWNA to assist in the conduct of the study. You will be subject to these Terms & Conditions when performing a third party study, including meeting the obligations described in the preceding paragraph with respect to any third party study, as if it were one of the Extended Services.

User Content

You may upload to the iOWNA Platform, Content that you have produced, acquired or commissioned from iOWNA or otherwise request the same to be held on the iOWNA Platform for use by you and healthcare clinicians associated with you ("User Content" and references in these terms and conditions to Content shall include User Content unless the context otherwise requires it). iOWNA charges a separate fee where you commission production of User Content from iOWNA.

iOWNA may place limits or other restrictions on the size, type or format of any User Content that you seek to upload or submit.

As between you and iOWNA you shall have sole responsibility and liability for User Content and the distribution of User Content to associated healthcare clinicians and your or their patients,.

If you upload or submit any User Content, you must:

  1. (i) not upload or submit any User Content that is unlawful, threatening, abusive, libellous, pornographic, obscene, vulgar, indecent, offensive ("unlawful or offensive") or which infringes on the intellectual property rights or other rights of any third party
  2. (ii) not send or make available to any person User Content that is or may be unlawful or offensive in any other country or territory in which the recipient receives or has access to the same;
  3. (iii) not upload or submit any User Content that contains any viruses and/or other code that has contaminating or destructive elements; and
  4. (iv) not impersonate, or misrepresent an affiliation with, any person or entity.

If you upload or submit any User Content for uploading to the iOWNA Platform you must ensure that the User Content is appropriate for use by any patient or that any limitations as to which patients it is appropriate, or not appropriate, for, including by virtue of the appropriate minimum age of any recipient ("appropriate audience"), must be clearly described in the header and title of the User Content and you warrant that you shall restrict the availability of such User Content in a manner that is consistent with limitations on the appropriate audience.

It is your sole responsibility to ensure that User Content is both accurate and up-to-date.

You agree that, by uploading or submitting any User Content to us, you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (in whole or part) and/or to incorporate it in other works in any form, media or technology, and you waive any moral rights you may have in, or to be identified as the author, of such User Content.

Whilst we do not review or approve User Content, we reserve the right, in our sole discretion, to delete, edit or modify any User Content submitted by you, at any time without notice to you.

Platform and Content Availability

You agree that access and use of the iOWNA Platform and Content is on an 'as is' and 'as available' basis and at your sole risk. The iOWNA Platform may incorporate third party hardware, services and software and iOWNA provides no warranty as to continuous availability or functioning of the same.

Where you or any healthcare clinicians associated with you, or your patient, access the iOWNA Platform using an iOWNA mobile application, the operating system on the mobile device used is under the control of a third party and iOWNA has no responsibility to ensure that its mobile application is or remains compatible with such operating system following any updates or changes to the same. Also iOWNA does not guarantee that its mobile application and any updates to the mobile application will be made available in any 'App Store' or equivalent store operated by other third party.

The iOWNA Platform may also include links to external sites operated by third parties. iOWNA is not responsible for the content of these sites or for anything provided by them and does not guarantee that they will be continuously available. The inclusion of links to external sites does not imply an endorsement by iOWNA of, or association with, their operators or promoters.

iOWNA reserves the right to change the design, features and/or functionality of the iOWNA Platform accessible to you, at any time. Where you access the iOWNA Platform using a mobile application, such changes will be made available as an application update or download - if you or your patients do not download and install any updates you acknowledge that the platform and its functionality may cease to be available to prior versions of the application.

iOWNA also reserves the right to change, update or remove any of the Content, including User Content, without prior notice. Where Content has been provided by a third party and such third party updates or corrects the same we shall have no responsibility to you, notwithstanding that any version of this content held on the iOWNA Platform has not been corrected or updated or the same has not happened in a timely manner.

Intellectual Property Rights

We licence to you and where applicable, the healthcare clinicians associated with you and your patients, the use of the iOWNA Platform and Content but all intellectual property rights in the same (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos), are owned by iOWNA or our licensors. These Terms and Conditions do not give you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading any mobile application or Content or any other content from the iOWNA Platform.

Confidential Information

BY ACCEPTING THESE TERMS AND CONDITIONS YOU ARE ALSO AGREEING THAT WE MAY COLLECT, PROCESS, STORE AND USE YOUR PERSONAL INFORMATION AND THAT OF YOUR PATIENTS AS DESCRIBED IN THECLINICIAN PRIVACY POLICY.

iOWNA may have entered into a data protection or data sharing agreement with your Healthcare Organisation, if applicable, that will apply to iOWNA. Under the terms of such agreements iOWNA is appointed as a data processor by your Healthcare Organisation with respect to the confidential or other personal information of you or your patients that you provide to us including pursuant to any Extended Services. iOWNA's handling of such confidential and other information will be subject to the terms of such agreements and the privacy policy of your Healthcare Organisation, unless otherwise specified in iOWNA'sClinician Privacy Policy. The terms of this section will apply subject to the supervening provisions set out in any such data protection or data sharing agreement we have with your Healthcare Organisation - details of which are available from your Healthcare Organisation. To the extent of any conflict with such separate agreement with regard to confidential information, then such other agreement shall prevail and these Terms & Conditions shall be deemed to be deleted or amended, as necessary.

HOWEVER, notwithstanding our agreement with your Healthcare Organisation, sometimes in managing the iOWNA Platform we may collect personal information directly from you and we will control this personal information. Our obligations both as a processor of your personal information and where we control it are set out in the Clinician Privacy Policy.

If you have a direct licence with iOWNA, you will be subject to all of the following terms relating to all confidential information and other data that you send to us or submit through the iOWNA Platform or as a part of any Extended Services.

In these Terms & Conditions "iOWNA Privacy Policy" refers to either or both theClinician Privacy Policythat you and your associated healthcare clinicians and support staff will or have agreed to when registering on the platform and thePatient Privacy Policythat your patients agreed to when registering on the platform, as the context permits.

The Data protection Act 2018 and the EU General Data Protection Regulation 2016/679 as applied in UK (which together are called the "UK GDPR"), regulate the processing of personal data in the UK. Your data and that of your associated healthcare clinicians, support staff and patients will be subject to UK GDPR and each of us will be required to comply with its terms. All personal data whether relating to you, your associated healthcare clinicians, support staff or your patients will be processed by iOWNA in accordance with the applicable iOWNA Privacy Policy that you or your patient have accepted on registration with the iOWNA Platform.

As a clinician user you are responsible for (i) any patient data that you or your associated healthcare clinicians and support staff enter into the iOWNA Platform, (ii) the personal information of other clinicians that you invite to join who are your partners, employees or co-employees, or contractors and (iii) your use of personal information of any individual with an iOWNA Platform account to which you have access. You are therefore responsible for complying with UK GDPR with respect to such personal information or other data compiled by you from the same.

Where iOWNA uses identifiable patient data that you enter into the iOWNA Platform for system troubleshooting, system and/or customer support, research or reporting, or to comply with iOWNA's legal obligations, iOWNA will be the data controller and will comply with applicable local data protection and privacy laws and the Privacy Policy that you have accepted on registration. Otherwise, iOWNA acts as a data processor on your behalf and on behalf of your Healthcare Organisation, if applicable and agrees to process personal data as and in accordance with the standards set out in the Privacy Policy which shall deemed to be incorporated into these Terms and Conditions.

iOWNA does not claim ownership of the data that you or your patients transmit to iOWNA or submit to the iOWNA Platform including when participating in any Extended Services. However, by disclosing personal information relating to you and your patients, you grant us a worldwide, royalty-free, non-exclusive licence to use, distribute, reproduce, modify, adapt, publish and translate such data for the purpose of providing you with the iOWNA Platform and Content and any Extended Services. iOWNA may create, access, retain, use for its own purposes or disclose and sell to third-parties aggregated, anonymised, de-identified data derived from the iOWNA Platform and Content including any Extended Services for the purposes of (i) research, commercial or otherwise, by iOWNA or that third party: (ii) to evaluate performance or impact of the iOWNA Platform, Content and other services that we offer, or to (iii) enhance the functioning of the iOWNA Platform. You agree that these Terms & Conditions permit iOWNA to take any such actions. In taking such actions iOWNA may become a controller of any personally identifiable information and will manage the same in accordance with the Privacy Policy.

Support

iOWNA provides user support services (excluding training) for the iOWNA Platform, free of charge and subject only to the payment of the applicable licence fee by you or your Healthcare Organisation.

Most support issues can and should be resolved by you using the online resources that we provide as a part of the iOWNA Platform. Support does not include addressing issues arising from the hardware, operation or configuration of any device used by you.

iOWNA will reasonably endeavour to resolve service issues in a timely manner, but we do not guarantee that all service issues can be resolved or the timeliness with which they are addressed or resolved, whatsoever. iOWNA also operates a "fair use" policy for free support with your Healthcare Organisation but if you have a licence directly with iOWNA please note that if in iOWNA's opinion the volume or frequency of support requests is beyond our expectations, then iOWNA may cease support or request you to pay additional fees for support. iOWNA at its sole discretion may decline support for any of your patients if their requests are deemed by us to be excessive or the conduct of such a patient is harassing or abusive to any staff of iOWNA.

Liability and Indemnity

To the fullest extent permitted by law, we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using or relying on the iOWNA Platform or any Content, including User Content, or any Extended Services or support provided by iOWNA to you or any person associated with you or any of your patients. However, nothing shall exclude iOWNA's liability for death or personal injury arising out of our negligence or fraudulent misrepresentation, or any breach of a term implied by the Consumer Rights Act 2015 which by law may not be limited or excluded or for any other liability that may not be limited or excluded by English law or regulation.

In no event shall iOWNA be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability iOWNA does have for losses you suffer is strictly limited to losses that were reasonably foreseeable and shall not, in aggregate, exceed the amount that you paid iOWNA directly for the licence to the platform and if access was made available free of charge or through your Healthcare Organisation, the sum of £1000.

You agree to indemnify, defend and hold harmless iOWNA, its affiliates and their respective officers, directors, employees, agents, successors, assigns and licensors from and against any and all claims, demands, liabilities, losses, costs and expenses (including solicitors' and experts' fees) made by any of your patients or any third party whatsoever due to or arising out of, or related to any use of the iOWNA Platform and Content or any breach of these Terms and Conditions or laws, regulations or third party rights including any breach of data protection or privacy obligations, any infringement of their copyright or intellectual property rights of any third party by you, anyone associated with you or others in your practice or organisation or otherwise in connection with your or their use of the iOWNA Platform, Content or Extended Services provided by iOWNA whether by negligent act, omission or wilful misconduct.

Termination by iOWNA of your access to the iOWNA Platform or where applicable, your direct licence, is not an exclusive remedy and if we do so, it will be without prejudice to any other remedies iOWNA may have under these Terms & Conditions, by law, or otherwise.

Changing these Terms and Conditions

iOWNA may change these Terms and Conditions at any time at our discretion and without prior notice. iOWNA will notify you of any changes by email or by a message within your iOWNA account. Updates to the Terms and Conditions will also be indicated by a change in the version date of that document on the iOWNA Platform and your continued access to your platform account following any such change constitutes your agreement to follow and be bound by the most recent version of these Terms & Conditions.

General Terms

You may not transfer or assign any of your rights or obligations under these Terms & Conditions and if applicable, any direct licence that you have with iOWNA.

If, for any reason, a court decides that any part of these Terms & Conditions or any direct licence that you have with iOWNA is invalid or cannot be enforced, all other provisions will remain in effect and the invalid or unenforceable part will be amended only to the extent necessary to make it valid and enforceable.

These Terms & Conditions are the complete and exclusive statement of the mutual understanding and agreements between you and iOWNA and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. However, (i) to the extent that we have entered into a data sharing or data processing agreement with your Healthcare Organisation, the terms of such agreement shall supersede any conflicting terms in these Terms & Conditions or (ii) for a direct licence, (a) your selection of the number of licensed individuals and the associated pricing selected by you on the platform or (b) agreement to receive and pay for Extended Services or support services from iOWNA, are agreements that shall form a part of these Terms & Conditions.

These Terms & Conditions will be governed by and construed in accordance with English law. You agree that any dispute between you, your associated healthcare clinicians and support staff and iOWNA regarding them or the iOWNA Platform will only be dealt with by the English courts, Nothing shall prevent iOWNA from bringing proceedings to protect our intellectual property rights before any competent court.

No other person shall have any rights to enforce our agreement or any provisions of these Terms & Conditions, whether under the UK Contracts (Rights of Third Parties) Act 1999, or otherwise.

If iOWNA fails to enforce any of its rights under these Terms & Conditions, that does not result in a waiver of such rights.

Neither party shall be liable to the other for any delay or failure to perform any obligation under these Terms & Conditions (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after these Terms & Conditions and which are beyond the reasonable control of either of us, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of a necessary license by the government or other governmental agencies.

The provisions of these Terms & Conditions that relate to (i) conditions of access to the platform; (ii) termination; (iii) our rights to and use of User Content; (iv) payment of fees; (v) the extent of our liability and your indemnification of iOWNA; (vi) our intellectual property rights; (vii) Confidential Information; and (vii) direct licence terms, shall survive the expiry or termination of the licence to the iOWNA Platform held by you or by your Healthcare Organisation and these Terms & Conditions.

Direct Licence Terms

THE TERMS & CONDITIONS IN THIS SECTION APPLY ONLY TO YOU IF YOU HAVE ENTERED INTO A LICENCE DIRECTLY WITH iOWNA AND NOT IF YOU HAVE BEEN INVITED TO USE THE iOWNA PLATFORM BY YOUR HEALTHCARE ORGANISATION.

When you subscribe to and pay for access to the iOWNA Platform the Licence will be for a period of 12 months' ("Licence Term") and shall expire on the anniversary of the date on which you subscribed ("Subscription Date") or if the licence renews the anniversary of that date (each an "Expiry Date"). The Licence will automatically renew for successive periods of 12 months subject to these Terms and Conditions, unless terminated by you giving iOWNA notice not less than one month prior to the Expiry Date.

Subject to these Terms & Conditions and unless or until terminated as described in this section, during the Licence Term, iOWNA grants you a limited, worldwide, non-transferable, non-sublicensable (except as described in this Section), non-exclusive licence to use the iOWNA Platform and Content but only in accordance with these terms and conditions (the "Licence" or "direct licence").

As a condition of your Licence you agree that you will not, directly or indirectly

Additional licence restrictions may apply to your use of Extended Services that we may offer.

You may allow medical clinicians associated with you and your practice along with your employees and contractors, who support you and such medical clinicians, to have access to and use the iOWNA Platform and Content in accordance with the Licence, provided that you shall remain liable for all acts and omissions of the same as if their acts or omissions were your own.

To the extent that you permit your employees, contractors and clinical staff associated with you or your practice (each referred to as a sub-licensee), to use the iOWNA Platform and Content, then you agree to take reasonable steps to ensure that they will comply with your obligations to iOWNA and those that they agree to, under these Terms and Conditions.

iOWNA may terminate the Licence immediately, at any time: (i) if you breach these Terms & Conditions; (ii) if you cease your operations; (iii) in order to comply with applicable laws, regulations, or requests of governmental agencies; or (iv) if either of us seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days).

Unless otherwise specified herein, termination by iOWNA is not its exclusive remedy.

Upon any expiry or termination of the Licence, your access to the iOWNA Platform, and any Content and that of anyone associated with you and your patients, shall be terminated, and you must immediately pay any outstanding fees due to iOWNA under the Licence or any associated agreements between us including for Extended Services and support.

We reserve the right to disable any right of access to the iOWNA Platform under the Licence if, in our opinion, you or any employee, partner, contractor or other person associated with you have failed to comply with any of the provisions of these Terms & Conditions or theClinician User Privacy Policy. If your patient fails to comply with thePatient Terms & ConditionsorPatient Privacy Policythen iOWNA reserves the right to terminate their access and account.

You are liable to pay an annual fee for the Licence as specified by iOWNA on the iOWNA Platform ("Licence Fee"). The fee period runs for 12 months from the Subscription Date and if the Licence is not terminated and subject to the right of iOWNA to change the amount or rate of the Licence Fee, you shall be liable to pay the Licence Fee, as amended, for each successive annual period or periods until termination of the Licence. iOWNA has the right to change the licence fee at any time though such a change will not take effect during the then current Licence Term but only on renewal.

When agreeing to the Licence you must select the number or range in the number of users (excluding patients) to have access under the Licence and you will pay or agree to pay the corresponding licence fee set out on the platform. You agree that this number or range comprises the limit on the number of medical clinicians and support staff associated with you whom you may invite to have access or whose access to the Platform you enable. If you exceed the number or range in the number of such users, you must notify iOWNA immediately and you agree to pay to iOWNA any fees for such additional users specified on the iOWNA Platform. Fees for additional users will be prorated by iOWNA for the remainder of the Licence Term.

Extended Services and any extended support services that we offer you and you accept are subject to fees calculated and agreed between us on a case-by-case basis or as set out in any schedule of charges that iOWNA has provided to you, which schedule may be amended by iOWNA at any time at its discretion.

All payments of fees including the Licence Fee and fees for Extended Services shall be made in British pounds within thirty (30) days of the date of the applicable invoice delivered to you by iOWNA. Except as expressly set forth herein, all fees are non-refundable once paid, irrespective of termination by iOWNA. Fees will include all applicable taxes including, but not limited to, VAT, unless you inform us in a timely manner that you are exempt.

[End of Direct Licence Terms - all other Terms & Conditions apply to all parties subject to these Terms & Conditions whether they have a direct licence or a licence through a healthcare organisation.]

Contacting Us

These Terms and Conditions are entered into by you with iOWNA wHealth Ltd registered in England under no. 12087136, whose registered office address is 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH

We can be contacted at the above address or through links on the iOWNA Platform. Technical issues with any mobile application or the operation of your account should use those links. All notices to use should be sent in writing to that address and emailed toprivacy@iowna.com.

Any notices that we send to you will be sent to your email address registered in the iOWNA Platform and you agree to keep that email address up-to-date.