PLEASE READ THESE LICENCE TERMS CAREFULLY

BY CHECKING 'I've read and agreed to the terms of use' CHECKBOX ON LOGIN AND REGISTRATION YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CHECK THE BOX.

Who we are and what this agreement does.

We EMOCIEN LIMITED of C/O Trafalgar House, Meridian Way, Norwich NR7 0TA license you to use:

• Emocien Products and website (Products) and any updates or supplements to it.
• The service you connect to via the Emocien web Products and the Emocien website Products and the content we provide to you through them (Service).

as permitted in these terms.

IMPORTANT DISCLAIMER – PLEASE READ BEFORE PROCEEDING

Emocien is a technology company. It is not a health company. Emocien builds technologies, software, websites, Apps (web and mobile), features and services (the Products). Its Products are provided as an aide and complement to health management. Its Products do not act as a replacement or substitute for any form of health management.

The content in these Products is provided for general information only. It is not intended to amount to advice on which you should rely or to replace professional health or related advice and support. You must obtain professional or specialist health advice before taking, or refraining from, any action on the basis of the content on our Products or if you feel at any time that your physical or mental health is suffering or at risk.

We do not actively monitor the information on the Products. Users must comply with our Terms of Service, Code of Conduct and our policies. You can report any content posted or held in the Products that you believe infringes the policy by contacting us using the Report feature within the Products details below.

Additionally, Emocien make no representations, warranties or guarantees, whether express or implied, that the content on this Products is accurate, complete or up to date and to the fullest extent permitted by applicable law has no responsibility to you for your use of the Products or its contents or any action you take, or decide not to take, based on your use of the Products.

Your privacy

Under data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Notice and it is important that you read that information.

No Reproduction

Emocien has invested in the design and development of its mental health management system (the “Emocien System”). In accepting these terms, you agree not to copy, reproduce or otherwise mirror in any way the Emocien System, or to design, develop or use an identical or similar design or system for the management of mental health, at any time, after accepting these terms. Any such reproduction or similar will be considered an infringement of Emocien’s intellectual property rights as fully and as far as these extend, and may lead to legal action. This clause shall survive in perpetuity, including but not limited to all and any periods of active Emocien Membership and after Membership suspension, cessation, cancellation and / or deletion.

Product, Conduct and Safeguarding

Member conduct must be considerate and respectful at all times. Member conduct can impact the mental health of other Members. As a result, Emocien has produced and provided a Code of Conduct to set out to all Members the standard of conduct they are expected to meet. Emocien may change this Code of Conduct from time to time. The Code of Conduct will be enforced by Emocien at its sole and absolute discretion.

Safeguarding is our priority. We retain the sole and absolute right to take any form of action we deem necessary, to ensure the safeguarding of any users, of our employees and of all and any of our stakeholders.

Support for the Products and how to tell us about problems

Products

Emocien’s Products and Service are fully automated and are provided on a fully self-serve basis. In agreeing to these Terms, you agree to operate the Products and the Service without any support whatsoever from Emocien.

Should you need to contact Emocien, you can do so as follows:

• use our Report feature contained within our Service if you wish to complain about any content posted in the Products or Service;
• use of Suggestions web form contained in our Service if you wish to suggest how Emocien’s Products or Services can be improved; or
• write to us at our Registered Office address above.

As Emocien operates on a fully automated and fully self-serve basis, it is not designed to handle correspondence from users. As a result, Emocien will only reply to you as required by law. Otherwise, Emocien will only reply to you at its sole and absolute discretion.

You must be 18 or over to accept these terms and use the Products.

We are giving you personally the right to use the Products and the Service as set out above.

Changes to these terms

We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce.

We reserve the right to change the Products and Service without notice at our sole and absolute discretion.

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

Changes to Price.

We reserve the right to change our prices at any time and without notice.

The price you pay shall be valid for the period you selected, whether monthly or annually.

Any new price we apply, which we shall do at our sole and absolute discretion, shall become applicable at the time of your Membership renewal, which shall either be monthly or annually, subject to the Membership period you selected previously.

Updates to Products and Changes to the Service

From time to time we may automatically update the Products and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

The Products and Service will always match the description of it provided to you when you bought it.

We are not responsible for other content you link to

The Products and Service may contain links to other independent and third-party websites and sources which are not provided by us. Such independent content is not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

Licence restrictions

You agree that you will:

• not rent, lease, sub-license, loan, provide, or otherwise make available, the Products or the Services in any form, in whole or in part to any person without prior written consent from us;
• not copy the Products or Services, except as part of the normal use of the Products or where it is necessary for the purpose of back-up or operational security;
• not translate, merge, adapt, vary, alter or modify, the whole or any part of the Products or Services nor permit the Products or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Products and the Services on devices as permitted in these terms;
• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Products or the Services nor attempt to do any such things.

Acceptable use restrictions

You must:

• comply with our Code of Conduct at all times;
• not use the Products or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Products, any Service or any operating system;
• not infringe our intellectual property rights or those of any third party in relation to your use of the Products or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms);
• not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Products or any Service;
• not use the Products or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
• not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

Intellectual property rights

All intellectual property rights in the Products and the Services throughout the world belong to us and the rights in the Products and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Products or the Services other than the right to use them in accordance with these terms.

User Generated Content

The Products permits you to upload content, including, but not limited to, personal information, questions, open and private messages, images and links to websites and third party content (User Generated Content).

When you submit any User Generated Content to the Products, you grant to us, a perpetual, irrevocable, non-exclusive, worldwide, transferable, sub-licensable fully paid-up and royalty- free licence to freely reproduce, distribute, communicate to the public, publicly perform, modify, prepare derivative works of, display and otherwise use the User Generated Content in connection with the Products, including without limitation for the purposes of promoting and redistributing part or all of the Products in any media formats and through any media channel. Without limitation, the rights that you grant to us under this licence include a right to grant each user of the Products a sub-licence to use the User Generated Content to the extent permitted by the functionality of the Products from time to time.

You waive, and procure that all other authors of the User Generated Content waive, all moral rights in the User Generated Content (including rights to be identified as the author of the User Generated Content or to object to any derogatory treatment of the User Generated Content), whether such rights subsist now or at any time in the future in any place in the world.

Except for the rights you grant us under the above paragraph, nothing in these licence terms will transfer or assign any title to or other interest in the User Generated Content to us.

You represent, warrant and covenant that:

• you have the legal right and authority to enter into these licence terms and to grant the User Generated Content licence;
• you are the owner of the User Generated Content and/or have all of the necessary rights, consents, permissions and licences which are required for you to grant us the licence;
• by exercising the licence, we shall not infringe the intellectual property, data protection or other rights of any third party;
• to the extent that the User Generated Content identifies any individual (whether by name, picture or otherwise), you have obtained all consents and permissions from those individuals which are required for us to use the User Generated Content as contemplated by the licence;
• the User Generated Content does not include any material that may be illegal, defamatory, obscene, offensive, harmful to the safety of any person, aimed at harassing any person or otherwise is inappropriate for display on the Products and will comply with our Acceptable Use Policy; and
• at our request, you will provide us with written copies of any consents, permissions and licences that you are required to obtain in accordance with this paragraph.

Data Access and Subject Access Requests

In accepting these Terms, you agree to us holding your personal data in any country, location or place, and in any format we may choose, from time to time.

We do not transfer, share, store elsewhere or otherwise do anything else with your data, other than using it to provide you with our Products and Service. Please see our Privacy Notice for more information.

Data protection laws give you the right to ask us what information we hold about you. All of the information we hold about you is held in your Membership account. You can view this information for yourself at any time. in your personal Membership account, which you have full and exclusive access to.

We shall have the right to all and any data you enter into the Products and Service that cannot be used to identify you as our data, which we shall have full and unfettered rights to use in any way we see fit.

When you or we delete your account, all of your personal data shall be deleted irrecoverably.

We do not share your data with any third parties.

Our responsibility for loss or damage suffered by you

We do not provide advice. Nothing in our Products or Service or the information contained therein amounts to advice, recommendation or any other form of guidance, related to your mental health, your general health, any aspect of your lifestyle or anything else.

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

Our liability to you. In the event that we are responsible for any losses or damage or injury you suffer as a result of using the Products, our total aggregate liability, in contract, tort (including negligence or breach of statutory duty), restitution or otherwise, arising in connection with the performance or contemplated performance of the EULA shall be limited to a sum equivalent to one times (1x) the cost of the Products.

When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

We are not liable for business losses. The Products is for domestic and private use. If you use the Products for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

We are not liable for consequential losses. All and any liabilities for which we are responsible shall relate to direct proven losses only.

Limitations to the Products and the Services. The Products and the Services are provided for general information and entertainment purposes only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Products or the Service. Although we make reasonable efforts to update the information provided by the Products and the Service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

Please back-up content and data used with the Products. We recommend that you back up any content and data used in connection with the Products, to protect yourself in case of problems with the Products or the Service. Should your account be deleted by your or by us, your data will be deleted irrevocably.

Check that the Products and the Services are suitable for you. The Products and the Services have not been developed to meet your individual requirements. Please check that the facilities and functions of the Products and the Services (as described on the Products site and in the Documentation) meet your requirements.

We are not responsible for events outside our control. If our provision of the Services or support for the Products or the Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

We may end your rights to use the Products and the Services, including if you break these terms

We may end your rights to use the Products and Services at any time, without notice or warning.

If we end your rights to use the Products and Services:

• You must stop all activities authorised by these terms, including your use of the Products and any Services.
• You must delete or remove the Products from all devices in your possession and immediately destroy all copies of the Products which you have and confirm to us that you have done this.
• We may remotely access your devices and remove the Products from them and cease providing you with access to the Services.

We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

You need our consent to transfer your rights to someone else

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

No rights for third parties

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

If a court finds part of this contract illegal, the rest will continue in force

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

Even if we delay in enforcing this contract, we can still enforce it later

Even if we delay in enforcing this agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Which laws apply to this agreement and where you may bring legal proceedings

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.