Medbelle OS License Agreement

By using the Application made available for healthcare providers, you (“The Customer”) agree to the following terms of this license agreement.

This Agreement is entered into by and between MB Global Health Ltd., with offices at 80 Ruckholt Road, London E10 5FA ("Supplier") and the entity agreeing to this Agreement ("Customer"). This Agreement is effective as of the date the Customer obtains and uses access to password-secured sections of the Application and once the Customer has accessed these sections (the "Effective Date").

Terms

License

(1) The Supplier grants to the Customer a free, non-exclusive and non-transferable licence to use the Application and its materials subject to the terms and conditions contained in this document.

License limitations

(2.1) The Customer shall not:

1. Use the App 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 App;
2. infringe our Intellectual Property Rights or those of any third party in relation to its use of the App, including by the submission of any material;
3. transmit any material that is defamatory, offensive or otherwise objectionable in relation to its use of the App; or
4. use the App in a way that could damage, disable, overburden, impair or compromise the Supplier's systems or security or interfere with other users.
5. sub-license, assign or novate the benefit or burden of this Agreement in whole or in part;
6. rent, lease, sub-license, loan, provide or otherwise make available, the App in any form, in whole or in part;
7. allow the App to become the subject of any charge, lien or encumbrance;
8. copy the App or Documentation except as part of the normal use of the App; or
9. deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of the Supplier.

(2.2) The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement.

(2.3) The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the App in whole or in part except as permitted by applicable law (in which case the Customer shall notify the Supplier of its intention to do so).

The Customer shall:

1. keep a complete and accurate record of the Customer's copying and disclosure of the App and its users, and produce such record to the Supplier on request from time to time; and
2. notify the Supplier as soon as it becomes aware of any unauthorised use of the App by any person.
3. at the Supplier's discretion, pay, for broadening the scope of the licences granted under this Agreement to cover the unauthorised use.

Data Protection

(3.1) In this agreement, the terms "Personal Data", "Data Processor", "Data Subject", "Process", "Data Controller" and "Data Concerning Health" are as defined in the Data Protection Act 2018 and the General Data Protection Regulation (jointly referred to as “Data Protection Laws”). These terms shall survive termination or expiry of this Agreement

Data Processing on behalf of the Customer

(3.2) To the extent to which the Application is used to process, on the Customer's behalf, Personal Data of Data Subjects who are not patients/clients/customers of the Supplier (according to the terms of the Partnership Framework Contract between the Customer and the Supplier), the Customer shall be the Data Controller and the Supplier shall be the Data Processor in respect of that Personal Data.

The Customer and the Supplier shall comply with all terms laid out in the separately agreed to Data Processing Agreement.

The Customer shall:

1. where applicable, obtain the appropriate level of consent from Data Subjects or ensure an alternative lawful basis as per Art. 6 GDPR to allow the Supplier to process the Personal Data, including Data Concerning Health; and
2. comply with the requirements of the Data Protection Laws applicable to Data Controllers in relation to its processing of Personal Data (including, without limitation, by implementing and maintaining at all times all appropriate technical and organisational security measures and complying with applicable transparency requirements), and shall not knowingly do anything or permit anything to be done which might lead to a breach by the Supplier of Data Protection Laws.

Data Processing of the Supplier's clients

(3.3) To the extent to which the Application is used to process Personal Data of Data Subjects who are clients of the Supplier (within the terms of the Partnership Framework Contract between the Customer and the Supplier), the Customer and Supplier shall be Joint Data Controllers as per the Partnership Framework Contract.

The Customer and the Supplier shall comply with all terms laid out in the separately agreed to Partnership Framework Contract.

Confidentiality and publicity

(4) The Supplier and The Customer shall ensure that, except as provided under the terms of this agreement, at all times during the continuance of the licence term and after its termination:

• keep confidential all confidential information.
• not disclose any confidential information to any other party.
• disclosing login details to any third party outside of the clinic such as a software provider or someone in our competing sector will result in termination of your account with immediate effect.
• not use any confidential information for any purpose other than as contemplated by the terms of this letter.
• not make any copies of, record in any way or part with possession of any confidential information.

Either we or you may disclose any confidential information to:

• any of our or your sub-contractors, substitutes, or suppliers.
• any party appointed to maintain the equipment on which the licensed programs are being used (within the terms contained in this letter).
• any governmental or other authority or regulatory body.

Limits of liability

(5.1) Nothing in this Agreement shall limit or exclude the Supplier's liability:

1. for any Loss to the extent it is caused by fraud, dishonesty or deceit;
2. for death or personal injury caused by its (or its agents') negligence; or
3. that may not otherwise be limited or excluded by law.

(5.2) Except as set out in clause 5.1, clause 6 constitutes the Customer's exclusive remedy and the Supplier's only liability, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of, or in relation to, this Agreement. Without prejudice to the foregoing, the Supplier shall not be liable for:

• (a) any loss of profit;
• (b) loss of goodwill;
• (c) loss of further business; or
• (d) any indirect or consequential losses (including where such loss or damage is of the type specified in clauses 8.2(a) to 8.2(c).

(5.2) The Customer accepts responsibility for the selection of the App to achieve its intended results and acknowledges that the App has not been developed to meet the individual requirements of the Customer.

(5.3) The App or the Documentation shall not be regarded as providing:

1. any medical advice, professional medical or healthcare opinion, medical treatment or otherwise to take the place of professional health care to any person as would be offered by a professional healthcare provider or replacing the clinical judgment of a treating healthcare professional; or
2. any tax, legal or other professional advice.

(5.4) The Supplier does not represent, warrant or undertake that the App or the Documentation will meet the health or medical requirements of any person. The Customer shall ensure that the Customer and the Customer Personnel are trained in the appropriate use of the App. The Customer shall, and shall procure that the Customer Personnel shall, review all outputs arising from use of the App by the Customer or the Customer Personnel (as applicable).

(5.5) The Supplier shall not be liable for the Customer's or the Customer Personnel's use of the App or the Documentation as a result of or in connection with:

(a) the provision of any medical treatment or advice by the Customer or the Customer Personnel; or

(b) the obtaining of any person's consent to any medical treatment; or

(c) the keeping of records for medical, tax, accounting or any other purpose.

(5.6) The Customer shall indemnify and keep indemnified the Supplier in respect of any losses, liabilities, fines, charges, damages, actions, costs and expenses (including legal expenses) and costs of investigation, litigation, settlement, judgment, interest and penalties that are suffered or incurred by the Supplier as a result of or in connection with any third-party claim brought against the Supplier arising out of, as a result of, or in connection with the Customer's or the Customer Personnel's use of the App:

1. for the provision of any medical treatment or advice by the Customer or the Customer Personnel; or
2. the obtaining of any person's consent to any medical treatment; or
3. the keeping of records for tax, accounting or any other purpose in connection with the Customer's business.

(5.7) The Customer acknowledges that any Open-Source Software provided by the Supplier is provided "as is" and is expressly subject to the disclaimer in clause 8.9.

(5.8) All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

Technical support

(6.1) During the Term, the Supplier shall use reasonable endeavours to provide or procure support for the App by means of email, phone or other telecommunication methods.

(6.2) Notwithstanding clause 7.1, the Supplier does not warrant that the use of the App will be uninterrupted or error-free or that it will meet any Heightened Cybersecurity Requirements. The Customer shall back up any content and data used in connection with the App to protect itself in case of problems with the App.

(6.3) In addition to the support referenced in clause 6.1, the Customer may engage the Supplier to carry out any on-site or additional support the Customer may require in respect of the App. Where the Customer requests such support, the Supplier shall provide the Customer with a quote for providing such support.

Intellectual property rights

(7) The Customer acknowledges that all Intellectual Property Rights in the App belong to the Supplier or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the App other than the right to use it in accordance with the terms of this Agreement. The customer shall not remove or modify any supplier markings or Intellectual Property Rights displayed in the App, or otherwise use Supplier Intellectual Property Rights without the express permission of Supplier.

Duration and termination

(8.1) Without prejudice to any other rights or remedies, the Supplier may terminate this Agreement:

1. for convenience in whole or in part by giving not less than 1 month written notice to the Customer; and
2. with immediate effect by giving written notice to the Customer if the Customer commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so.

(8.2) For the purposes of Clause 10.1(b), a breach of Clause 3.3 shall be considered (without limitation) an irremediable breach.

(8.3) The Customer may terminate this Agreement for convenience by giving not less than 1 month's written notice to the Supplier.

(8.4) Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

(8.5) Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

(8.6) On termination for any reason:

1. all rights granted to the Customer under this Agreement shall cease;
2. the Customer shall cease all activities authorised by this Agreement; and
3. the Customer shall delete or remove the App from all devices in its possession and immediately destroy all copies of the App and, if requested by the Supplier, confirm compliance with this clause 10.6.

Waiver

(9) No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Remedies

(10) Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Entire Agreement

(11) This agreement contains all the terms agreed between the parties regarding the subject matter and supersedes and replaces any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

(12) No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement.

(13) Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently). Without prejudice to the foregoing, the only remedy available to a party in respect of a breach of any representation which is incorporated into this Agreement shall be for breach of contract.

Variation

(14.1) The Supplier may vary the terms of this Agreement to reflect changes in law or best practice or to deal with additional features which the Supplier introduces.

(14.2) The Supplier will give the Customer notice of any change.

(14.3) If the Customer does not accept the changes notified in accordance with clause 14.2, the Customer may not be permitted to continue to use the App.

Severance

(15.1) If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

(15.2) If any provision or part-provision of this Agreement is deemed deleted under clause 15.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Third-party rights

(16) No rights shall be conferred under this Agreement on any person other than the Customer and the Supplier, and no person other than the Customer and Supplier shall have any right to enforce any term of this Agreement (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).

No partnership or agency

(17.1) Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

(17.2) Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Force majeure

(18) Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

Interpretation

(19.1) The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: this agreement, including the Schedules and Annex A, and any additional terms agreed between the parties from time to time.

Application: The software provided to the Customer by the Supplier (currently accessible on https://os.medbelle.com/ ) whose purpose includes but is not limited to supporting and aiding the Customer in the coordination of medical services.

Customer Personnel: the Customer's employees, subcontractors, agents, representatives or any person acting at the direction of the Customer.

Documentation: any electronic documentation related to the App.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or its end users (but not the Supplier) relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time].

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer App, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all Applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Misuse: the intentional use of the system in order to gain an outcome that was not expected or intended, including but not limited to:

1. circumventing authentication mechanisms;
2. unauthorised access, including using credentials belonging to another person;
3. Deliberately inputting unexpected or incorrect data in order to gain a specific outcome;
4. hacking, cracking, pirating, or otherwise modifying the code or compiled binary of the App;
5. running the App on a “jailbroken” device; or
6. exploiting a bug in the system to gain an unintended outcome, or perform an unintended task or action.

Open-Source Software: open-source App as defined by the Open Source Initiative (http://opensource.org) or the Free App Foundation (http://www.fsf.org).

(19.2) Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

(19.3) Unless the context otherwise requires:

1. words in the singular shall include the plural and in the plural shall include the singular;
2. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
3. a reference to one gender shall include a reference to the other genders; and
4. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(19.4) In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the Schedules or Annexes, the provision in the body of this Agreement shall take precedence.

(19.5) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

(19.6) References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

(19.7) Any reference to "writing" in this Agreement shall include communication by electronic means, including email.

(19.8) The Schedules and Annex A form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and Annexes.

Annex 1

Categories of Data Subjects

The Customer Personnel, the Customer's patients, the Customer's suppliers

Subject-matter of the Processing

To provide technical support for the Customer's use of the App

Nature and purpose of the Processing

To provide technical support for the Customer's use of the App

Type of Personal Data

Personal Master Data (Key Personal Data), Contact Data, Key Contract Data (Contractual/Legal Relationships, Contractual or Product Interest), Customer History, Contract Billing and Payments Data

The Categories of Data Subjects comprise:

Customer Clients, potential Customer Clients, Customer employees, suppliers of the Customer

Supplier Clients, potential Supplier Clients, Supplier employees, suppliers of the Supplier

Special categories of Personal Data

Data concerning health

Duration of Processing

The Term, except where necessary to retain Personal Data thereafter strictly for the purposes of compliance with applicable laws