Application End-User Licence Agreement (EULA)

Please read carefully before using the App. You must be at least 16 years old to use this app.

This end-user licence agreement (EULA) is a legal agreement between you (End-user or you) and COHESION Medical Ltd, a company registered in Scotland (SC428416) with registered address of Unit 1.12 The HUB, 70 Pacific Quay, Glasgow G51 1DZ, Scotland, (COHESION, us or we) for the COHESION Connected Health mobile application software (Our App, App).

We license use of the App to you on the basis of this EULA and subject to any rules or policies applied by any appstore provider or operator from whose site, located at Google Play and Apple iTunes (Appstore), the End-user downloaded the App (Appstore Rules). We do not sell the App to you. We remain the owners of the App at all times.

Operating system requirements

The App requires an Apple or Android Device (as defined in condition 1.4 below) with internet access and a minimum of 38MB of memory available. The minimum operating systems we support are iOS13 and Android 4.4. The App may work on other Operating Systems but the Operating Systems specified above are the minimum Operating Systems we test on and guarantee the App operation.

Important notice

These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of use under which you may use COHESION Connected Health (“Our App”). Please read these Terms and Conditions carefully and ensure that you understand them. You will be required to read and accept these Terms and Conditions when signing up for an Account. If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using Our App immediately.

By downloading the App or clicking on the "accept" button below you agree to the terms of this EULA which will bind you. The terms of this EULA include, in particular, the privacy policy defined in condition 1.5 and limitations on liability in condition 6.

If you do not agree to the terms of this EULA, we will not license the App to you and you must stop the downloading process now. In this case the downloading process will terminate.

You should print a copy of this EULA for future reference.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

2. Information About Us

2.1 Our App is owned and operated by COHESION Medical Ltd., a limited company registered in Scotland under company number SC428416, whose registered address is Unit 1.12, The HUB, 70 Pacific Quay, Glasgow G51 1DZ, Scotland UK and whose main trading address is Unit 1.12, The HUB, 70 Pacific Quay, Glasgow G51 1DZ, Scotland UK. Our VAT number is GB180174422.

2.2 We are regulated by the International Standards Organisation (ISO), Information Commissioner Office (ICO).

2.3 We are a member of The Health & Social Care Alliance Scotland (The Alliance), Life Sciences Scotland, Scottish Lifesciences Association (SLA), UK Biopharmaceutical Industry Association (BIA) and Federation of Small Businesses (FSB).

3. Access to Our App

3.1 Access to Our App is free of charge.

3.2 It is your responsibility to make any and all arrangements necessary in order to access Our App.

3.3 We may from time to time make changes to Our App:

a) Minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue. We will inform you by in-app notifications of any such changes (including, if applicable, anything that you need to do), however they will be unlikely to materially affect your use of Our App;

b) Minor changes may be made to reflect changes in the law or other regulatory requirements. We will inform you by in-app notifications of any such changes (including, if applicable, anything that you need to do), however they will be unlikely to materially affect your use of Our App; and

c) As detailed in the App Provider Platforms (App Store, Play Store, App Center) which provides Our App description and features, we will continue to develop and improve Our App over time, in some cases making significant changes to it. You will be kept fully informed of any and all such changes.

3.4 We will always aim to ensure that Our App is available at all times. In certain limited cases, however, We may need to temporarily suspend availability to make certain changes outlined under sub-Clause 3.3. Unless we are responding to an emergency or an urgent issue, we will inform you in advance of any interruptions to the availability of Our App.

4. Accounts

4.1 An Account is required to use Our App.

4.2 You may not create an Account if you are under 16 years of age. If you are under 16 years of age and wish to use Our App, your parent or guardian should create the Account for you and you must only use the Account with their supervision.

4.3 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.

4.4 We require that you choose a strong password for your Account, consisting of a combination of lowercase and uppercase letters, numbers, and symbols. It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact Us immediately. We will not be liable for any unauthorised use of your Account.

4.5 You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.

4.6 Any personal information provided in your Account will be collected, used, and held in accordance with your rights and Our obligations under the UK’s data protection legislation, as set out in Clause 16.

4.7 If you wish to close your Account, you may do so at any time. Closing your Account will result in the removal of your information. Closing Your account will also remove any User Content that you have created from Our system.

5. Our Intellectual Property Rights and Licence

5.1 We grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use Our App to manage or view their records for personal (including research and private study) and business purposes, subject to these Terms and Conditions.

5.2 Subject to the licence granted to Us under sub-Clause 8.3, Users retain the ownership of copyright and other intellectual property rights in their User Content (subject to any third party rights in that User Content and the terms of any licence under which you use such content).

5.3 All other Content included in Our App (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.

5.4 By accepting these Terms and Conditions, you hereby undertake:

a) Not to copy, download or otherwise attempt to acquire any part of Our App;

b) Not to disassemble, decompile or otherwise reverse engineer Our App;

c) Not to allow or facilitate any use of Our App that would constitute a breach of these Terms and Conditions; and

d) Not to embed or otherwise distribute Our App on any website, ftp server or similar.

6. Links to Our App

6.1 You may link to where Our App is hosted provided that:

a) You do so in a fair and legal manner;

b) You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;

c) You do not use any of Our logos or trademarks (or any others displayed on Our App) without Our express written permission; and

d) You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.

6.2 You may not link to any page other than the homepage of Our App unless using the sharing features of Our App. Deep-linking to other parts of Our App requires Our express written permission.

6.3 You may not link to Our App from any other website the content of which contains material that:

a) Is sexually explicit;

b) Is obscene, deliberately offensive, hateful or otherwise inflammatory;

c) Promotes violence;

d) Promotes or assists in any form of unlawful activity;

e) Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;

f) Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

g) Is calculated or is otherwise likely to deceive another person;

h) Is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;

i) Misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 6.2 or 6.3);

j) Implies any form of affiliation with Us where none exists;

k) Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents and database rights) of any other party; or

l) Is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

6.4 Please note that the content criteria described above in sub-Clause 6.2 or 6.3 apply only to content over which the owner and/or operator of the website in question has direct control. You will not, therefore, be in breach of these Terms and Conditions if, for example, other users of a website on which you establish a link to Our App post content such as comments that violate the above criteria.

7. Links to Other Content

7.1 We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for such third party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.

8. User Content

8.1 You agree that you will be solely responsible for any and all User Content that you create or upload using Our App. Specifically, you agree, represent and warrant that you have the right to create or upload the User Content and the right to use all materials of which it is composed and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 10.

8.2 You agree that you will be liable to Us and will, to the fullest extent permissible by law, indemnify Us for any breach of the warranties given by you under sub-Clause 8.1. You will be responsible for any loss or damage suffered by Us as a result of such breach.

8.3 You (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein. By creating or uploading User Content, you grant Us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating and promoting Our App.

8.4 If you wish to remove User Content, you may do so by using the delete functions within Our App. Removing User Content also revokes the licence granted to Us to use that User Content under sub-Clause 8.3. You acknowledge, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).

8.5 We may reject, reclassify, or remove any User Content created or uploaded using Our App where that User Content, in Our sole opinion, violates Our Acceptable Usage Policy, or if We receive a complaint from a third party and determine that the User Content in question should be removed as a result.

9. Intellectual Property Rights and User Content

9.1 All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licenced by the relevant User. All User Content is protected by applicable United Kingdom and international intellectual property laws and treaties.

9.2 Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon another User’s User Content without first obtaining the express consent of the User to whom the User Content in question belongs.

9.3 We take technical measures to limit and/or restrict the ability of Users to unlawfully copy User Content created using Our App. Despite such measures, We do not make any representation or warranty that your User Content will not be unlawfully copied without your permission.

10. Acceptable Usage Policy

10.1 You may only use Our App in a manner that is lawful and that complies with the provisions of this Clause 10. Specifically:

a) You must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;

b) You must not use Our App in any way, or for any purpose, that is unlawful or fraudulent;

c) You must not use Our App to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and

d) You must not use Our App in any way, or for any purpose, that is intended to harm any person or persons in any way.

10.2 The following types of User Content are not permitted on Our App and you must not create, submit, communicate or otherwise do anything that:

a) is sexually explicit;

b) is obscene, deliberately offensive, hateful, or otherwise inflammatory;

c) promotes violence;

d) promotes or assists in any form of unlawful activity;

e) discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;

f) is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

g) is calculated or otherwise likely to deceive;

h) is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;

i) misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 10.2);

j) implies any form of affiliation with Us where none exists;

k) infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or

l) is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

10.3 We reserve the right to suspend or terminate your Account and/or your access to Our App if you materially breach the provisions of this Clause 10 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions:

a) Suspend, whether temporarily or permanently, your Account and/or your right to access Our App;

b) Remove any of your User Content which violates this Acceptable Usage Policy;

c) Issue you with a written warning;

d) Take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;

e) Take further legal action against you as appropriate;

f) Disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or

g) Any other actions which We deem reasonably appropriate (and lawful).

10.4 We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.

11. Advertising

11.1 We will not feature advertising within Our App.

12. Problems with Our Web App and Consumers’ Legal Rights

12.1 If you have any questions or complaints regarding Our App, please email Us at support@cohesionmedical.com or by using any of the methods provided on Our contact page at https://www.cohesionmedical.com.
12.2 If you are a consumer, you have certain legal rights under the Consumer Rights Act 2015 that may apply to Our Web App:
a) Any digital content provided by Us must be as described, fit for purpose, and of satisfactory quality. If digital content is faulty, you may be entitled to a repair or replacement. If a fault cannot be remedied, or has not been remedied within a reasonable time and without significant inconvenience to you, you may be entitled to a full or partial refund.  If, as a result of Our failure to exercise reasonable care and skill, any digital content of which Our App is composed (that is not User Content) damages your device or other digital content belonging to you, you may be entitled to a repair or compensation.
b) Any services provided by Us must be provided with reasonable care and skill and in compliance with information provided by Us. If We fail to do so, you may be entitled to require Us to repeat or otherwise fix the problem or, if We cannot provide such a remedy, a full or partial refund where applicable.
c) For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

13. Disclaimers

13.1 No part of Our App or any accompanying documentation (whether provided in electronic form or otherwise) constitutes advice on which you should rely and is provided for general information purposes only. Professional or specialist advice should always be sought before taking any action relating to health, wellness and medical conditions.
13.2 Subject to any legal rights you may have as a consumer, insofar as is permitted by law, We make no representation, warranty, or guarantee that Our App will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
13.3 We make reasonable efforts to ensure that the Content contained within Our App is complete, accurate and up-to-date.  We do not, however, make representations, warranties or guarantees (whether express or implied) that Our App (and the Content therein) is complete, accurate or up-to-date.
13.4 We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created using Our App.  Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
13.5 If you are a consumer, and as a result of Our failure to exercise reasonable care and skill, any digital content of which Our App is composed (that is not User Content) damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

14. Our Liability

14.1 If you are a consumer, We will be liable to you for any foreseeable loss or damage that is caused by Us as a result of Our breach of these Terms and Conditions or Our failure to exercise reasonable care and skill.
14.2 If you are a business, to the fullest extent permissible by law, We accept no liability for any foreseeable loss in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of or in connection with the use of (or inability to use) Our App or the use of or reliance upon any Content (whether that Content is provided by Us or whether it is User Content) included in Our App.
14.3 To the fullest extent permissible by law, We accept no liability to consumers or businesses for loss or damage that is not foreseeable.
14.4 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our App or any Content (including User Content) included in Our App.
14.5 If you are a business, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
14.6 We exercise all reasonable skill and care to ensure that Our App is free from viruses and other malware. Subject to sub-Clause 12.4, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of Our App (including the downloading of any Content (including User Content) from it) or from any other website We may provide a link to.
14.7 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our App resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
14.8 Nothing in these Terms and Conditions excludes or restricts Our liability in any situation where it would be unlawful for us to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.  For full details of applicable consumers’ legal rights, including those relating to digital content, please contact your local Citizens’ Advice Bureau or Trading Standards Office.

15. Viruses, Malware and Security

15.1 We exercise all reasonable skill and care to ensure that Our App is secure and free from viruses and other malware. We do not, however, guarantee that Our App is secure or free from viruses or other malware and accept no liability in respect of the same, as detailed in sub-Clause 13.6.
15.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
15.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our App.
15.4 You must not attempt to gain unauthorised access to any part of Our Web App, the server on which Our App is stored, or any other server, computer, or database connected to Our App.
15.5 You must not attack Our App by means of a denial of service attack, a distributed denial of service attack, or by any other means.
15.6 By breaching the provisions of sub-Clauses 14.3 to 14.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our App will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.

16. Privacy and Cookies

16.1 The Use of Our App is also governed by Our Privacy and Cookie Policy, available from our website located at https://www.cohesionmedical.com/privacy.html and also at https://www.cohesionmedical.com/cookies.html. These policies are incorporated into these Terms and Conditions by this reference.

17. Data Protection

17.1 We will only use your personal information as set out in Our Privacy Notice available from https://www.cohesionmedical.com/privacy.html and also included within Our App under Privacy Notice.

18. Communications from Us

18.1 If you have an Account, We may from time to time send you important notices by email.  Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to Our App, and changes to your Account.
18.2 We will never send you marketing emails of any kind without your express consent.  If you do give such consent, you may opt out at any time.  Any and all marketing emails sent by Us include an unsubscribe link.  
18.3 For questions or complaints about email communications from Us please contact Us at support@cohesionmedical.com or via our contact page at https://www.cohesionmedical.com.

19. Other Important Terms

19.1 We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing.  Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
19.2 You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
19.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
19.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
19.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

20. Changes to these Terms and Conditions

20.1 We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of Our App after the changes have been implemented.  You are therefore advised to check this page from time to time.
20.2 In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

21. Contacting Us

21.1 To contact Us, please email Us at support@cohesionmedical.com or by using any of the methods provided on Our contact page at https://www.cohesionmedical.com.

22. Law and Jurisdiction

22.1 These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with the law of Scotland.
22.2 If you are a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 21.1 above takes away or reduces your rights as a consumer to rely on those provisions.
22.3 If you are a consumer, any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of Scotland.
22.4 If you are a business, any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of Scotland.