AGREED TERMS
 

1.               ACKNOWLEDGEMENTS
 

1.1            The terms of this EULA and Terms of Service govern our relationship with users who use our services, including our communication platform such as our website, applications, SMS and email notifications, any information and such other services as may introduced or as updated from time to time. By accessing or using our services, you agree to be bound by these Terms, as updated from time to time in accordance with clause 1.2. If you do not understand the Terms, or do not accept any part of them, then you should not use­ the service.

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1.2            Our services evolve constantly. As such, we may change these Terms from time to time. We will notify you of important revisions, for example when you next use our service, the new Terms may be displayed on-screen and you may be required to read and accept them to continue your using the service. Alternatively, we may send an email to the address you used to register with us. The changes will not be retroactive. By continuing to access or use the service after those revisions become effective, you agree to be bound by those Terms.

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1.3            By using or downloading our software, such as an app, you agree that the software may periodically communicate with our servers to check for, or automatically download and install such upgrades, updates and additional content or features to enhance the functionality and improve the software and user experience. You may need to install updates to our software to continue using the services. From time to time updates to the App may be issued through the Appstore. Depending on the update, you may not be able to use the App until you have downloaded the latest version of the App and accepted any new terms.

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1.4            You will be assumed to have obtained permission from the owners of the mobile telephone or handheld devices that are controlled, but not owned, by you (Devices) to download a copy of the App onto the Devices. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the App on or in relation to any Device, whether or not it is owned by you.

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1.5            You can only use the services provided you have a valid Medixus account and not barred from using such services under the law. If you accept these Terms and use the services on behalf of a legal entity such as a company, organization or government entity, you warrant that you are authorized to represent that entity.

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1.6            To use our services, you will need a device that meets the system and compatibility requirements for the relevant software, application or content. These may also include internet access, access to mobile networks and compatible hardware and software. These requirements might change from time to time and it shall be your responsibility to meet these requirements.

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1.7            You are responsible for any activity that happens through your Medixus account. Therefore, in order to safeguard your account, keep your password confidential and do not do anything that might jeopardize the security of your account. We shall not be liable for any loss or damage arising from your failure to comply with this. If you learn of any unauthorized use of your password or account, reset your passport immediately, and if unable, contact our support team.

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1.8            The terms of our privacy policy, available at www.medixus.co/privacy-policy (Privacy Policy) are incorporated into this EULA and Terms of Service by reference. Additionally, by using the App, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. It describes how we handle the information you provide to us when you use our services.

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1.9            By using the App, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for services that are internet-based or wireless to improve our products and to provide the App to you.

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1.10         The App may contain links to other independent third-party websites (Third-party Sites). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

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1.11         Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

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2.               PURPOSE OF THE SERVICE

2.1            The Service is designed to provide a platform where healthcare professionals may share opinions and advice to assist in informing decisions at point of care, together with access to CPD Content as this becomes available.

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2.2            The service is intended for personal use. You must not use the service for any other purposes. You must abide by the acceptable use provisions under clause 3

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2.3            The service is a platform where information to assist healthcare professionals to make clinical decisions may be accessed, but ultimately any user must rely on their own knowledge to make any decisions concerning clinical care.

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2.4            We will take reasonable precautions that only Approved Users are registered to make or receive contributions through the service, in accordance with clause 3. We reserve the right to refuse to register as an Approved User any individual, whether a healthcare professional or not.

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2.5            You acknowledge that the information, opinions and advices that become available to you when using the service shall be made available from third party sources and that we do not conduct independent verification of the skills knowledge and qualifications of such third parties or on the information that is provided to you,

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2.6            We give no warranty as to the accuracy or completeness of the information, opinions and advices that are made available to you. We shall not be responsible for any use you make of the information, opinions and advices which you receive. End users are fully personally responsible and liable for any use which they make of the information, opinions and advice in informing or concerning any decision on clinical care.

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3.               APPROVED USERS

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3.1            Any person may use our service, including by downloading our App. However, the intention is that only registered and/or licenced healthcare professionals permitted to practice medicine or a related profession in any jurisdiction shall be permitted to become registered users and make or receive contributions through the service.

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3.2            Before we permit you to access information through the service, you must be approved by us so as to be an Approved User.

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3.3            We reserve the right to request from you details including,

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(a)         Email, mobile telephone number, name, date of birth, gender, address, payment details.

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(b)         Details of your medical and other qualifications, including details of your registrations and/or licence to practice with any regulatory bodies;

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(c)         Confirmation of whether you have ever lost, had restricted (including suspended) or otherwise had revoked or rescinded any licence or registration to practice medicine or a related profession in any jurisdiction for any reason.

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3.4            We reserve the right to require documentary evidence showing that you are a registered and/or licenced healthcare professional permitted to practice medicine or a related profession in any jurisdiction.

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3.5            As an Approved User you will undertake to immediately notify us if you cease to be a registered and/or licenced healthcare professional permitted to practice medicine or a related profession in any jurisdiction or become subject to any inquiry, investigation or proceeding whether conducted by any professional regulator or other body that may lead to the loss of or restrictions on your licence and/or registration.

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3.6            As an Approved User you will undertake to immediately cease to make or receive contributions of any sort through the service should you become subject to the requirement to notify us of your status under clause 3.5.

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4.               ACCEPTABLE USE

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4.1            You may use our service only for lawful purposes. You may not use our service:
 

(a)         In any way that breaches any applicable local, national or international law or regulation.
 

(b)         In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
 

(c)         For the purpose of harming or attempting to harm minors in any way.
 

(d)         To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards under clause 5.
 

(e)         To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
 

(f)          To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

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(g)         To infringe our intellectual property rights or those of any third party in relation to your use of the service.

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(h)         In a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.

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(i)           To collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers running the service or its content.

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(j)           To transmit/handle any information that belongs to another person and to which the User does not have any right to. For the avoidance of doubt, transmission/handling of patient data for the purposes of using the App is permitted provided at all times that the information complies with the Content Standards set out in clause 5 below.

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(k)         For any purpose and/or transmission that is harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, discriminatory, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever.

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(l)           In any manner that deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature.

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(m)       for any commercial, business or resale purposes.

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(n)         To impersonate another person. Or

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(o)         In any way that threatens the unity, integrity, defence, security or sovereignty of Kenya, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation.

 

together referred to as Acceptable Use Restrictions.

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5.               CONTENT STANDARDS 

5.1            These content standards apply to any and all material which you upload to the App when seeking information, opinions and advices from other users or providing such information, opinions and advice to other users (Contribution).

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5.2            The content standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.

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5.3            We reserve the right to determine, in our discretion, whether a Contribution breaches the content standards below.

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5.4            A Contribution must:

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(a)         Only contain patient identifying data in anonymised form (omitting patient identifying data such as names and addresses) with such Contributions to comply with ISB1523- Anonymisation Standard for Publishing Health and Social Care Data of England (or any equivalent or higher standard if applicable under your local law)
 

(b)         Be accurate (where it states facts).
 

(c)         Be genuinely held (where it states opinions).
 

(d)         Comply with the law applicable in England, Wales and Kenya and in any country from which it is posted.

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5.5            A Contribution must not:

 

(a)         Be defamatory of any person.
 

(b)         Be obscene, offensive, inflammatory or is hate speech.

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(c)         Promote sexually explicit material.
 

(d)         Promote or incite violence.
 

(e)         Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
 

(f)          Infringe any copyright, database right or trade mark of any other person.
 

(g)         Be likely to deceive any person.
 

(h)         Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
 

(i)           Promote any illegal activity.
 

(j)           Be in contempt of court.
 

(k)         Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
 

(l)           Be likely to harass, upset, embarrass, alarm or annoy any other person.
 

(m)       Impersonate any person, or misrepresent your identity or affiliation with any person.
 

(n)         Give the impression that the Contribution emanates from us.

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(o)         Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
 

(p)         Contain a statement which you know or believe, or have reasonable grounds for believing, that any service user to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
 

(q)         Contain any advertising or promote any services or web links to other sites.
 

together Content Standards.
 

5.6            We may (without notice to you) delete from the service any Contribution if we consider that it is, or may be, in breach of the letter or spirit any of these Terms.

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6.               GRANT AND SCOPE OF LICENCE

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6.1            In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the App on the Devices, subject to these terms, the Privacy Policy and the Appstore Rules, incorporated into this EULA by reference. We reserve all other rights. If there is a conflict between the Appstore Rules and either these terms or the Privacy Policy then the Appstore Rules will take precedence.

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6.2            You may:

(a)         download a copy of the App onto your Devices and view, use and display the App on the Devices for your personal purposes only and in line with the purpose set out at clause 2 above; and

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(b)         use the CPD Content for your personal purposes only and in line with the purpose set out at clause 2 above.

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6.3            Whilst anyone is free to download the App itself we shall take reasonable precautions that only Approved Users are registered to upload content or interact with other Approved Users in accordance with clause 3.

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6.4            You must not share your password or login details with any other person. You must not permit your password or login details to be used by any other person.

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7.               RESTRICTIONS

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Except as expressly set out in this EULA and Terms of Service or as permitted by any local law, you agree:

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(a)         not to copy the App or CPD Content except where such copying is incidental to normal use of the service, or where it is necessary for the purpose of back-up or operational security;

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(b)         not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the software or CPD Content;

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(c)         not to make alterations to, or modifications of, the whole or any part of the software, or permit the software or any part of its code to be combined with, or become incorporated in, any other programs;

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(d)         not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988, or any equivalent or higher legal standard if applicable under the local law to which you are subject) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:

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(i)          is used only for the purpose of achieving inter-operability of the App with another software program;

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(ii)         is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

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(iii)        is not used to create any software that is substantially similar to the App;

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(e)         to keep all copies of the App secure and to maintain accurate and up-to-date records of the number and locations of all copies of the App;

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(f)          to include our copyright notice on all entire and partial copies you make of the App on any medium;

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(g)         not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and

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(h)         not to provide or otherwise make available the App and / or the CPD Content to any other person (whether a healthcare professional or otherwise) who is not an Approved User of the App.

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(i)           to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App (Technology),

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together Licence Restrictions.

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8.               INTELLECTUAL PROPERTY RIGHTS

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8.1            You acknowledge that all intellectual property rights in the App, the CPD Content, and the Technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App, the Documents or the Technology other than the right to use each of them in accordance with the terms of these Terms.

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8.2            You acknowledge that you have no right to have access, modify, create derivative works of, decompile, or otherwise attempt to extract  the source-code or to disable or attempt to disable any copy protection measures in place, unless you have our express written permission.

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8.3            You retain your intellectual property rights to any content you submit, post or display on or through our services.

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8.4            By uploading, submitting, storing, sending or receiving content through our Services, you grant Medixus, a non-exclusive, royalty free, transferable worldwide license to use, host, store, reproduce, process, modify, publish, transmit, display and distribute such content. The licence is limited to such extent as to allow Medixus to operate, promote, and improve our services. This license ends when you delete your content or your account unless your content has been shared with others, and they have not deleted it.

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9.               FURTHER INFORMATION AND SUPPORT

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9.1            We are not able to offer formal technical support to you in your use of the App. However, we have set out some information in relation to use of the App here www.medixus.co which is designed to provide assistance to you.

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10.            LIMITATION OF LIABILITY

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10.1         Medixus is not a medical institution and does not offer any kind of medical advice, recommendations or medication. The information received from the service, unless otherwise stated is for informational purposes only and is provided by independent medical professionals and organizations.

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10.2         Medixus shall not be responsible where permitted by law, for any loss or damage that is not reasonably foreseeable, including any loss of profit, loss of business, business interruption, or loss of business opportunity.

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10.3         You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App and CPD Content meet your requirements.

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10.4         Medixus provides the service “as is” without warranty of any kind. Other than what is expressly stated in these Terms, Medixus expressly disclaims all express or implied warranties. Medixus does not make any specific promises about the services, their reliability, availability and ability to meet your needs; or that that the information provided through the service is accurate, reliable or correct.

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10.5         We only supply the App and CPD Content in line with the purpose set out at clause 2 above. You agree not to use the App and CPD Content for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

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10.6         We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this EULA or our negligence up to the limit specified in condition 9.4 or 8.5, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the EULA.

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10.7         Our total liability to you in respect of all losses arising under or in connection with the EULA, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100 (one hundred pounds).

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10.8         Nothing in this EULA shall limit or exclude our liability for:

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(a)         death or personal injury resulting from our negligence;

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(b)         fraud or fraudulent misrepresentation; and

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(c)         any other liability that cannot be excluded or limited by English law.

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11.            TERMINATION

11.1         You may terminate this service at any time by deactivating your account and discontinuing your use of the Services.

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11.2         We may suspend or terminate the service to you if you violate these Terms of Service. We shall have the sole discretion, to suspend your access to the service or disable such access to the extent we deem appropriate to prevent the continuity of the breach. We shall, depending on the circumstances, notify you by the email address associated with your account.

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11.3         On termination for any reason:

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(a)         all rights granted to you under this EULA shall cease;

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(b)         you must immediately cease all activities authorised by this EULA; and

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(c)         you must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App and Documents then in your possession, custody or control and certify to us that you have done so;

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12.            COMMUNICATION BETWEEN US

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12.1         If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to contact@medixus.co.uk or by prepaid post to Medixus LTD, The Busworks United House, North Road, London, United Kingdom, N7 9DP. We will confirm receipt of this by contacting you in writing, normally by e-mail.

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12.2         If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provided to us in the registration process.

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13.            EVENTS OUTSIDE OUR CONTROL

13.1         We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (Event Outside Our Control).

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13.2         If an Event Outside Our Control takes place that affects the performance of our obligations under this Terms:

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(a)         our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

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(b)         we will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control.

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14.            OTHER IMPORTANT TERMS

14.1         We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or our obligations under these Terms.

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14.2         If we fail to insist that you perform any of your obligations under this Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

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

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14.4         Please note that these Terms, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales and/or Kenyan Courts will have non-exclusive jurisdiction.

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15.            DATA PROTECTION

15.1         We shall be a Data Controller (as defined under the English Data Protection Act 1998, or any replacement of it from time to time) of the information that you provide to us about yourself under clause 3. We shall hold this personal data in accordance with our Privacy Policy.

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15.2         You hereby expressly confirm and agree that you are the Data Controller (as defined under the English Data Protection Act 1998, or any replacement of it from time to time) for any personal data that you upload by way of a contribution to the App.

 

 

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