Terms and Conditions of Use

MEDALL TERMS OF USE

We’re thrilled you’re using our web app.

We want you to enjoy using it, but there are certain terms and conditions relating to your use. We’ve set them out in these terms, so please have a read before use.

If you have any questions relating to these terms, you can contact us at hello@medall.org. We’d love to hear from you.

1. THE TERMS AND INTERPRETATION

1.1. These terms (“Terms”) form a binding legal agreement (“Agreement”) between you (“you”, “your”) and Medicinall Limited, a company registered in Northern Ireland, with registered address at 99 Ballyclogh Road, Bushmills, BT57 8XA, and company no. NI648511 (“we”, “us”, “our”) and set out how you may use our online platform and any associated applications provided by us under the trading name ‘Medall’ (any such software, “Medall”).

1.2. In these Terms: references to clauses (unless otherwise provided) are references of the clauses of this Agreement; words in the singular include the plural and in the plural include the singular; a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; and references to “including” and “include(s)” shall be deemed to mean respectively, “including without limitation” and “include(s) without limitation**”.

2. ACCEPTING THE TERMS

2.1. In order to make use of Medall you must first agree to be bound by these Terms. You can do this by using or accessing Medall or by signifying your consent to this Agreement where the option is made available to you.

2.2. We are constantly changing and improving our services. We may need to alter or discontinue services, or any part of them, in order to make performance or security improvements, change functionality and features, make changes to comply with law, or prevent illegal activities on or abuse of our systems.

2.3. You agree that we may modify these Terms from time to time without notice to you. We recommend that you review these Terms on a regular basis. You understand and agree that any use by you of Medall following notification to you, will be deemed acceptance of such changes.

2.4. To be eligible to use Medall you must be over the age of 18 and you must either be a healthcare professional with a licence to practise in your designated territory (“Healthcare Professional”) or registered as a university student enrolled in a course intended to provide the qualifications necessary to obtain such a licence in the your designated territory (“Healthcare Student”).

3. USER ACCOUNT

3.1. In order to use Medall, you will be required to set up your own account on Medall (“User Account”). To do this, you may need to provide us with a number of details, including your name, email address, telephone number, professional registration or student number (if applicable), your qualifications and speciality/specialities, as well as details about where you work and your current and former job roles. You can also choose to complete training assessments, upload a photo for your profile and upload documents about your skills, training and achievements. We also require Users to respond to an email from a list of email domains we have approved to help verify who they are. If this is not possible we may ask for a photo of a form of healthcare identification which we deem acceptable. However, we don’t vet our Users and so can’t guarantee that Users are who they claim to be. Any details, images and/or documents that you provide us with, “User Details”.

3.2. Our services are to provide a software platform for use by Healthcare Practitioners, Healthcare Students and healthcare organisations. We make no warranties or representations as to the veracity of any users of Medall nor of their profiles. However, we reserve the right to carry out checks in respect of any User Details which you upload into Medall and to terminate or refuse to set up a User Account if, at our sole discretion, we believe that your User Details may be inaccurate or misleading in any way, or if we believe that you are not eligible to be a user of Medall.

3.3. You represent and warrant to us that:

3.3.1. any and all User Details provided by you are true, accurate and complete;

3.3.2. any skills, experience and competences published on your User Account are up to date and any limitations on your ability to practise as a healthcare professional are clearly presented; and

3.3.3. you have all the necessary consents and/or authority to provide us with the User Details for use in accordance with these Terms.

3.4. You undertake to notify us immediately of any changes to any User Details, and in particular you shall notify us immediately if you are struck off any university or professional register and/or if any limitations are placed on your ability to practice as a healthcare professional.

3.5. You agree not to:

3.5.1. set up and/or use more than one User Account;

3.5.2. set up and/or use a User Account on behalf of someone else;

3.5.3. use anyone else’s details and/or image in your Medall profile;

3.5.4. impersonate any other person or entity or use a false name or any name other than your name as given on your university identification or the professional healthcare registration body of which you are a member; and/or

3.5.5. change, shorten or amend the name on your User Account unless your name has been so changed on your university identification or the professional healthcare registration body of which you are a member.

3.6. You agree and understand that you are responsible for maintaining the confidentiality of any passwords associated with your User Account. Accordingly, you agree that you are solely responsible to us for all activities that occur under your User Account, as determined, noted, or recorded by us. Such determination, notation and record shall be at our sole discretion, and shall serve as conclusive proof of the facts stated therein to which they attest.

3.7. You grant us the right to access your User Account for the purposes of providing Medall, monitoring, improvement or upgrade.

3.8. If you become aware of any unauthorised use of your password or your User Account, you agree to notify us immediately at: hello@Medall.org

4. USE OF MEDALL BY YOU

4.1. In consideration for you agreeing to comply with these Terms we hereby grant you a non-exclusive, non-assignable, non-transferable, non-sub-licensable licence to use Medall solely and strictly for your own use for the purposes of connecting to a network of Healthcare Professionals, Healthcare Students and healthcare organisations, to explore and set up peer-to-peer collaborations and discussions involving matters of healthcare and to store and display your continuing professional development documents.

4.2. You agree not to access (or attempt to access) any part of Medall by any means other than through the interface provided by us. You specifically agree not to access (or attempt to access) any part of Medall through any automated means, including use of scripts, robots, spiders, scrapers or web crawlers. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) (save to the extent permitted by governing law) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of Medall without prior written consent from us; (c) interfere or attempt to interfere with the proper working of Medall or any activities conducted via Medall; (d) bypass any measures we may use to prevent or restrict access to Medall; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code in Medall. You agree that you will not engage in any activity that interferes with or disrupts Medall or the servers and networks that are connected to Medall.

5. USER CONTENT

5.1. From time to time you may be given the option to upload content on to or send content using Medall. There are some materials that are not appropriate or welcome. In particular, you may not upload, store or transmit via Medall any content (which term shall include text, images, media files or content displayed in any other format) that threatens, bullies or humiliates any other person; that is harmful, threatening, abusive, vulgar, harassing, defamatory, inflammatory, libellous, tortious, hateful or racially, ethnically or otherwise objectionable or invasive of another’s rights, including rights of celebrity, privacy and intellectual property; that is obscene or pornographic or would be deemed inappropriate for anyone aged 18 or under; that contains malware, viruses, spyware, adware, worms, Trojans or other malicious software; that is illegal or violates any export controls; that is fraudulent or deceptive or misleading; that depicts violence against people or property; that promotes or depicts racism, bigotry or hatred toward any individual or group; and/or that includes any requests for payment information on landing pages or lead capture; and/or any material sent from an anonymous, false or unmonitored address.

5.2. While we want Medall to be a safe place for our users, we cannot accept responsibility to you and/or anyone else, for any third party content uploaded on to or made accessible via Medall. As such, you acknowledge and agree that:

5.2.1. we have no duty to moderate any content accessible via Medall and that you are solely responsible for any content which you (or any third party) upload, transmit and/or store using Medall;

5.2.2. any use by you of or reliance upon any content accessible via Medall is at your sole risk. We do not endorse any promotions, products, services or campaigns which may be published, advertised or sent via Medall nor do we endorse or make any representations or guarantees in respect of any research, posters, adverts or other materials regarding medication, treatment(s) or therapies. It is your responsibility to check the strengths and risks associated with any treatment, medication or therapies against the regulatory authority’s recommendations and guidelines in the region of country in which you practice or study medicine; and

5.2.3. we reserve the right to remove or edit any content, without notice and at our sole discretion, if we determine that it is not in compliance with this Agreement or is notified to us as objectionable or harmful by a third party, and to provide your IP address and other identifying information to law enforcement authorities, where appropriate, and take any and all other legal action at our disposal if we believe you have breached this Agreement.

5.3. As between you and us, you retain ownership of any content which you upload onto or transmit via Medall (any such content, “Your Content”). By uploading on to or transmitting Your Content via Medall:

5.3.1. you hereby grant us (and our employees, agents and sub-contractors) a world-wide, royalty-free, non-exclusive, sub-licensable and transferable licence to use Your Content for the purposes of providing our services;

5.3.2. you represent and warrant that:

5.3.2.1. you have the rights, power and authority necessary to grant the licence at clause 5.3.1 above;

5.3.2.2. you have the lawful right to upload (whether such content is shared or just stored privately on your User Account), reproduce, distribute and store Your Content, including the necessary consents which may be required in order to lawfully share, copy or transmit a third party image, chart, diagram, journal, text or article which may be protected by copyright (as well as other moral rights);

5.3.2.3. the uploading (whether such content is shared or just stored privately on your User Account), reproduction and/or distribution of Your Content will not breach any obligations of confidentiality whether to a patient, your employer, your colleague or any other third party;

5.3.2.4. the uploading (whether such content is shared or just stored privately on your User Account), reproduction and/or distribution of Your Content will not constitute or encourage a criminal offence or violate the rights of any party or otherwise create liability or violate any relevant local, national or international law; and

5.3.2.5. Your Content complies with the restrictions set out in this clause 5. You must immediately remove Your Content if you no longer have the rights required by these terms.

5.5. Notwithstanding any other provision herein, we may retain and use at our discretion for our own business purposes, statistical data collected from or in connection with your use of Medall, provided that it does not contain any Personal Data.

5.6 You acknowledge and agree that if you delete your User Account, it may not affect information or content which other Users may have relating to your use of Medall.

6. PERSONAL DATA

6.1. In order to set up a User Account and in your use of Medall, you are likely to upload on to, and/or publish via, Medall, “Personal Data” (which for the purposes of these Terms shall mean both “personal data” and “special categories of personal data as each are defined in the General Data Protection Regulation 2016/679 (“GDPR)).

6.2. You must not upload any Personal Data on to, or publish any Personal Data via, Medall unless you consent to our use of (or have obtained all consents required at law to enable us to use) such Personal Data in accordance with our privacy policy, which may be accessed here.

6.3. By using Medall, you may receive or have access to Personal Data relating to other users of Medall. You agree only to use any such Personal Data in accordance with the GDPR and/or any other relevant legislation and to indemnify us if we suffer any loss or damage or incur any costs or expenses defending any claim relating to a breach of this clause 6.3 by you.

7. THIRD PARTY CONTENT

7.1. In order to enable us to provide access to Medall free of charge or at a low cost, we may display third party content on Medall and/or include third party content (including advertising goods, services, courses or websites) in messages or newsletters which we send to our users (any such content, “Third Party Content”). While we may provide a platform for the display and/or communication of such Third Party Content, we do not undertake any vetting or authentication process in respect of that content. As such, to the fullest extent permitted by law, we expressly exclude any liability for any direct, indirect, special, incidental loss or damage which may arise in respect of your use of or reliance upon any Third Party Content.

7.2. We do not endorse any Third Party Content, nor do we moderate any Third Party Content. Any use of or reliance upon such Third Party Content is at your sole risk. You expressly understand and agree that we do not make any express or implied representations or warranties to you in relation to any such Third Party Content, including fitness for purpose, infringement or merchantability, nor do we endorse or make any representations or guarantees in respect of any research, adverts or other materials regarding medication, treatment(s) or therapies. It is your responsibility to check the strengths and risks associated with any treatment, medication or therapies against the regulatory authority’s recommendations and guidelines in the region of country in which you practice or study medicine.

7.3. You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of Medall (including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions) and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value. You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you (i) have no right to receive any income or other consideration from Your Content or any content made available to you on or through Medall and (ii) are prohibited from exercising any rights to monetize or obtain consideration from Your Content within Medall or on any third party service (including, without limitation, YouTube, Facebook, Instagram, Twitter or any other social media platform) to the extent that Your Content has been in any way edited or otherwise altered through Medall.

8. INTELLECTUAL PROPERTY

8.1. You acknowledge that we own or licence all legal rights, title and interest in and to Medall including any intellectual property rights which subsist therein which we may send to you from time to time (whether those rights happen to be registered or not, and wherever in the world those right may exist) and that all intellectual property rights in Medall (including source code in the software) belong to and shall remain vested in us (or where relevant our licensors). Nothing in this Agreement shall confer on you any right, title or interest in any intellectual property rights (except the rights of use set out in this Agreement).

8.2. You agree not to use any of the trademarks, trade names, service marks, copyrights, logos, domain names, and/or other distinctive brand features displayed in Medall belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary notices (including copyright and trademark notices) which may appear in or be held within Medall.

8.3. In the event that your use of Medall if used in accordance with this Agreement, infringes any intellectual property rights of a third party, we may, at our sole discretion and expense, replace or modify Medall so that it is no longer infringing or obtain for you the right to continue using Medall. This therefore constitutes your sole remedy in relation to any claim of infringement in respect of Medall.

8.4. For the purposes of this clause 8, any reference to “Medall” shall include any content in any emails and/or other correspondence (or attachments thereto) which you may receive from us from time to time.

9. CONFIDENTIALITY AND COLLABORATION

9.1. By using Medall, you may get access to sensitive information relating to other users, including Personal Data, career aspirations, research results, collaboration ideas (which may have commercial value) and career information, you may also publish or disclose information which you deem to be of a confidential nature. In order to keep Medall a safe space which encourages innovation and collaboration, you agree to treat other users with respect and to handle Confidential Information on a confidential basis and in accordance with the instructions of the disclosing party.

9.2. Medall is a platform which allows its users to publish and share information and to connect and communicate with one another. You acknowledge and agree that it is up to you to ensure that you do not use Medall to disclose any information which you want to protect. We offer no guarantee and make no representations that other users will comply with clause 9.2 and you will not be able to rely on it if you want to take a claim against them. DISCLOSURE OF ANY INFORMATION BY YOU TO ANY OTHER USER OR IN THE PUBLIC DOMAIN VIA MEDALL IS AT YOUR SOLE RISK AND YOU SHOULD CONSIDER WHETHER TO TAKE PROTECTIVE STEPS BEFORE DISCLOSING ANY INFORMATION WHICH MAY BE DAMAGING IF PUBLICISED OR MAY HAVE A COMMERCIAL VALUE WHICH YOU WANT TO EXPLOIT.

9.3. Medall includes a feature which suggests peers who may be interested in working together on projects. The feature works by applying an algorithm which searches for key words on users’ profiles. The process is automated, and does not involve any vetting or validation by us. YOU ACKNOWLEDGE AND AGREE THAT ANY SUGGESTED PARTNERS HAVE BEEN SELECTED ON THIS AUTOMATED BASIS AND THAT IT IS UP TO YOU TO SATISFY YOURSELF WHETHER OR NOT A SUGGESTED PARTNER MAY BE SUITABLE FOR A PARTICULAR COLLABORATION OR PROJECT. ANY PROJECT OR COLLABORATION YOU MAY DECIDE TO UNDERTAKE IN CONNECT WITH ANY INFORMATION YOU ACCESS ON MEDALL IS AT YOUR SOLE RISK.

10. FEEDBACK

10.1 We continually work to develop and evaluate Medall and our product ideas and features and we pay close attention to the interests, feedback, comments, and suggestions we receive from our users If you choose to contribute by sending us any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that the status of such Feedback is clearly understood by you and us. Accordingly, by sending Feedback to us, you agree that:

10.1.1 we have no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;

10.1.2 Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and

10.1.3 you irrevocably grant us an unconditional, non-exclusive, royalty free, fully transferable (including sub-licensable), perpetual worldwide and unlimited license to adapt, reproduce, distribute, create derivative works of, modify, publicly perform, communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

11. PAYMENT

11.1. From time to time we may offer certain features on Medall which are only available in exchange for payment of a fee.

11.2. Any such fees quoted to you are, unless expressly stated otherwise, exclusive of VAT (which shall be payable by you).

11.3. You agree to pay any fee agreed between us in full cleared funds on the date due.

11.4. Without prejudice to any other rights or remedies which we might have, if you fail to make any payment when due:

11.4.1. you shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of Ireland from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount along with any interest accrued, whether before or after judgment; and

11.4.2. we shall be entitled to suspend your access to your User Account (and any other services which we may have agreed to provide you with) until payment has been made in full.

11.5. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

12. TERMINATION

12.1. We may at any time disable your User Account, and/or terminate this Agreement, at our sole discretion, and with you with no liability to you, if:

12.1.1. you materially breach any provision of this Agreement (or act in a manner which we believe shows that you do not intend to, or are unable to comply with this Agreement) For the avoidance of the doubt (and without limiting the generality of the foregoing), any breach of clauses 3.3, 3.4, 3.5, 4.2, 5, 6.2, 8.2, 9.2 and 11 shall be deemed to be a material breach of this Agreement;

12.1.2. you cease to comply with the eligibility criteria set out in clause 2.3;

12.1.3. we have received a complaint or complaints from any user in respect of your actions, User Details and/or use of Medall which we believe is or could be damaging to us;

12.1.4. we are required to do so to comply with a legal requirement or a court order;

12.1.5. we believe that our provision of Medall is no longer commercially viable; and/or

12.1.6. or we reasonably believe there has been conduct that creates liability or harm to any user or other third party.

12.2. Either party may terminate this Agreement at any time with notice in writing to the other.

12.3. On termination of this Agreement, the following clauses shall apply:

12.3.1. the licence granted under clause 4.1 shall immediately terminate;

12.3.2. if we have terminated this Agreement other than for a reason set out in clause 12.1, we will refund you for any services paid for but not received owing to the termination;

12.3.3. we reserve the right to promptly delete your User Account along with any content stored therein (it is your responsibility to make sure you have and maintain a back-up of any such documents and/or content);

12.3.4. all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and in particular the provisions of clauses 4.2, 5, 6.3, 7, 8.1, 8.2, 9, 11 and 12.3 shall survive termination of this Agreement; and

12.3.5. we reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any Personal Data or such information as we have received from you without regards as to time or duration, as is strictly necessary to comply with our legal obligations, resolve disputes and enforce agreements.

13. LIMITATION OF LIABILITY AND INDEMNITY

13.1. Nothing in this Agreement, including this clause 13 shall exclude or limit any warranty or liability to the extent that the same may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by its negligence.

13.2. There are some laws which automatically imply warranties and representations in respect of the provision of goods or services. For the purposes of clarity, we think it is important to have all terms expressly set out herein. As such, in respect of your use of Medall, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in this Agreement (including implied warranties and conditions of or merchantability, fitness for a particular purpose and non-infringement) and no advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees or personnel, or through or from your use of Medall shall create any warranty not expressly stated in this Agreement.

13.3. While we will try to ensure that Medall is available to you, you expressly understand that some of the functions of Medall rely on an internet connection being sustained and the appropriate equipment being maintained. As such, you expressly understand and so agree that your use of Medall is ‘as is’ and ‘as available’. In particular, we do not represent or warrant to you that:

13.3.1. your use of Medall (including such use in conjunction with any other software) will meet your requirements, or that your use of Medall will be uninterrupted, timely, secure or free from error defects in the operation or functionality of Medall;

13.3.2. defects in the operation or functionality of Medall will be corrected, rectified or remedied; and/or

13.3.3. any information obtained by you as a result of your use of Medall will be accurate or reliable.

13.4. Any material downloaded or otherwise obtained from or accessed through your use of Medall is done so at your own discretion and risk, and you will be solely responsible for any damage, loss or prejudice to your computer system or other device or loss of data that result from the download or access of any such material.

13.5. You expressly understand and agree that we and our licensors shall not be liable to you for:

13.5.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of your use of Medall and/or its non-availability;

13.5.2. loss of profit, business revenue, goodwill and anticipated savings;

13.5.3. any trading or other losses which you may incur as a result of or reliance upon any content on Medall (including, without limit, any advertising) or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on Medall;

13.5.4. the deletion of, corruption of, or failure to store any content and other data maintained or transmitted by or through your use of Medall; and/or

13.5.5. any effect which the use of Medall may have on any software you use.

13.6. Subject to clause 13.1 above, our aggregate liability to you in respect of any loss or damage suffered by you and arising out of or in connection with the use of Medall by you or any third party shall not exceed any amounts paid by you to us in the 12 months preceding the date of your claim.

13.7. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with your use of Medall; that we cannot adequately insure its potential liability to you; and that, accordingly, the exclusions and limitations contained in this clause 13 are reasonable. You also undertake at all times to mitigate any such damage or loss.

13.8. You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and all other professional costs and expenses (calculated on a full indemnity basis) suffered or incurred by us, arising out of any third party claims against us which arise in connection with a breach of this agreement by you.

13.9. For the purposes of this clause 13, any reference to “Medall” shall include any content in any emails and/or other correspondence (or attachments thereto) which you may receive from us from time to time.

14. ORGANISATIONAL USERS

14.1 Medall also offers services to healthcare related organisations (Organisational Users). An Organisational User may use Medall to promote its aims, to communicate with its members, to offer training, assessments, virtual poster halls and events (including continuing professional development courses) and to participate in discussions and development involving matters relating to healthcare. If you choose to connect and communicate with an Organisational User via Medall, you acknowledge and agree that an Organisational User will have the ability to view any information or content which you have uploaded onto your User Account or published via Medall, unless you specifically made it private (“Public Profile”), any communications between you and/or your responses to feedback forms that it deploys to you (which may include Personal Data).

14.2 If you attend and complete a training event offered by an Organisational User, the Organisational User may award a certificate to you confirming your attendance and completion of such event. You acknowledge and agree that such Organisational User may retain a record of this certificate as proof of your attendance and completion of said event, even if you subsequently stop being a User of Medall.

14.3 If an Organisational User invites you to upload a research poster on to a poster hall event and you choose you do so, you acknowledge and agree that any research poster uploaded by you (which may have a research or commercial value) will be displayed publicly and will be available to anyone whom the Organisational User invites to attend the poster hall event and that third parties (including, without limit, other Medall Users and the general public) may have access to the content contained in your research poster. DISCLOSURE OF A RESEARCH POSTER BY YOU TO ANY ORGANISATIONAL USER, USER OR THE GENERAL PUBLIC VIA MEDALL IS AT YOUR SOLE RISK AND YOU SHOULD CONSIDER WHETHER TO TAKE PROTECTIVE STEPS BEFORE DISCLOSING ANY INFORMATION WHICH MAY BE DAMAGING IF PUBLICISED OR MAY HAVE A COMMERCIAL VALUE WHICH YOU WANT TO EXPLOIT. YOU SHOULD NOT CONTRIBUTE ANY CONTENT TO A POSTER HALL EVENT THAT YOU WISH TO KEEP CONFIDENTIAL.

14.4 By uploading or publishing your research poster via Medall, you agree to comply with the restrictions set out in clause 5 of these Terms and you must immediately remove your research poster if you no longer have the rights required by these Terms.

15. GENERAL

15.1. You shall not assign, transfer or sub-license any of your rights or obligations under this Agreement, other than as expressly provided for in this Agreement. We may at any time assign all or any of our rights and transfer all or any of our obligations under this Agreement.

15.2. Failure or neglect by us to enforce any of the provisions of this Agreement at any time shall not be construed or deemed to be a waiver of our rights, nor shall this in any way affect the validity of the whole or any part of this Agreement, nor prejudice our rights to take subsequent action.

15.3. We shall not be liable to you in the event that we are unable to perform any of our obligations under this Agreement owing to circumstances beyond our reasonable control, including acts of god, governmental actions, an outbreak of hostilities (whether war is declared or not), or in the event of a national emergency or terrorist intervention.

15.4. If any part of any provisions of this Agreement shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provisions and all other provisions of this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law.

15.5. This Agreement represents the entire agreement between you and us in relation to the subject matter of this Agreement and neither you nor we have relied upon any statement or representation made by the other in agreeing to enter this Agreement.

16. LAW AND JURISDICTION

16.1. This Agreement shall be construed in accordance with Northern Irish law and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection with this Agreement.

TERMS OF USE - MEDALL FOR ORGANISATIONS

If you are choosing to use our web app, “MedAll for Organisations” we are thrilled!

We want your organisation to enjoy using MedAll for Organisations, but there are certain terms and conditions relating to your organisation’s use. We’ve set them out in these terms, so please have a read before use.

If your organisation has any questions relating to these terms, you can contact us at hello@Medall.org. We’d love to hear from you.

1. THE TERMS AND INTERPRETATION

1.1. These terms (“Terms”) form a binding legal agreement (“Agreement”) between your organisation (“you”, “your”) and Medicinall Limited, a company registered in Northern Ireland, with registered address at 99 Ballyclogh Road, Bushmills, BT57 8XA, and company no. NI648511 (“we”, “us”, “our”) and set out how you may use our online platform which incorporates Medall for Organisations and any associated applications provided by us under the trading name ‘Medall’ (any such software, “Medall”).

1.2. In these Terms: references to clauses (unless otherwise provided) are references of the clauses of this Agreement; words in the singular include the plural and in the plural include the singular; a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; and references to “including” and “include(s)**” shall be deemed to mean respectively, “including without limitation” and “include(s) without limitation**”.

2. ACCEPTING THE TERMS

2.1. In order to make use of Medall for Organisations you must first agree to be bound by these Terms. You can do this by using or accessing Medall for Organisations or by signifying your consent to this Agreement where the option is made available to you.

2.2. You may use the basic Medall for Organisations functionality for free. Alternatively, we may make advanced functionality available to you in return for payment, in which case you will have a “Paid Account”.

2.3. We are constantly changing and improving our services. We may need to alter or discontinue services, or any part of them, in order to make performance or security improvements, change functionality and features, make changes to comply with law, or prevent illegal activities on or abuse of our systems.

2.4. You agree that we may modify these Terms from time to time without notice to you. We recommend that you review these Terms on a regular basis. You understand and agree that any use by you of Medall for Organisations following notification to you, will be deemed acceptance of such changes.

2.5. You must nominate one individual to be the “Owner” of your organisation’s account on Medall for Organisations (“Organisational Account”). The Owner must be a verified healthcare professional or registered as a university student enrolled in a healthcare course. You can nominate an unlimited number of individuals to be “Administrators” for your Organisational Account. To be eligible to use Medall for Organisations, the Owner and Administrators of your Organisational Account (“Organisational Account Users”) must be over the age of 18.

3. ORGANISATIONAL ACCOUNT & ORGANISATIONAL USER ACCOUNTS

3.1. In order to create an Organisational Account (“Organisational Account”) on Medall for Organisations, the Owner of your account must first each set up their own verifier individual user account on Medall and agree to comply with the Terms of Use for Medall Account Users which can be seen above. The Owner will be responsible for verifying the credentials of each of your Administrators. You confirm that the Owner and your Administrators (together, “Organisational Users”) have the authority to create and service your Organisational Account and have agreed to comply with these Terms and the Terms of Use for Medall Account Users.

3.2. Our services are to provide a software platform for use by healthcare professionals, healthcare students and healthcare related organisations (such as universities, undergraduate/postgraduate societies and professional bodies in the healthcare field). We make no warranties or representations as to the veracity of any users of Medall nor of their profiles. However, we reserve the right to carry out checks in respect of any Organisational Account User which are uploaded into Medall and to terminate or refuse to verify an Organisational User Account if, at our sole discretion, we believe that user’s details may be inaccurate or misleading in any way, or if we believe that someone is not eligible to be a user of Medall. Termination of your Owner’s User Account will impact upon your ability to service your Organisational Account.

4. USE OF MEDALL

4.1. In consideration of the fulfilment by you of the obligations imposed on you by these Terms (or, where you are have a Paid Account, in consideration of payment of the subscription fees by you to us in accordance with clause 11) and subject to your and your Organisations User’s compliance with these Terms (and your Organisational Users’ compliance with the Terms of Use for Medall Account Users), we hereby grant you a non-exclusive, non-assignable, non-transferable, non-sub-licensable licence to use Medall for Organisations to promote your organisations aims, to communicate with your members, to offer training and events to your members and to participate in discussions and development involving matters of healthcare.

4.2. You and your Organisational Users agree not to access (or attempt to access) any part of Medall by any means other than through the interface provided by us. You and your Organisational Users specifically agree not to access (or attempt to access) any part of Medall through any automated means, including use of scripts, robots, spiders, scrapers or web crawlers. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) (save to the extent permitted by governing law) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of Medall without prior written consent from us; (c) interfere or attempt to interfere with the proper working of Medall or any activities conducted via Medall; (d) bypass any measures we may use to prevent or restrict access to Medall; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code in Medall. You and your Organisational Users agree that you will not engage in any activity that interferes with or disrupts Medall or the servers and networks that are connected to Medall.

5. USER CONTENT

5.1. Your Organisational Users may upload content (such as webinars, slides, videos and learning materials) on to or send content on your behalf using Medal for Organisations. There are some materials that are not appropriate or welcome. In particular, your Organisational Users may not upload, store or transmit via Medall for Organisations any content (which term shall include text, images, media files or content displayed in any other format) that threatens, bullies or humiliates any other person; that is harmful, threatening, abusive, vulgar, harassing, defamatory, inflammatory, libellous, tortious, hateful or racially, ethnically or otherwise objectionable or invasive of another’s rights, including rights of celebrity, privacy and intellectual property; that is obscene or pornographic or would be deemed inappropriate for anyone aged 18 or under; that contains malware, viruses, spyware, adware, worms, Trojans or other malicious software; that is illegal or violates any export controls; that is fraudulent or deceptive or misleading; that depicts violence against people or property; that promotes or depicts racism, bigotry or hatred toward any individual or group; and/or that includes any requests for payment information on landing pages or lead capture; and/or any material sent from an anonymous, false or unmonitored address.

5.2. While we want Medall to be a safe place for our users, we cannot accept responsibility to you and/or anyone else, for any third party content uploaded on to or made accessible via Medall. As such, you acknowledge and agree that:

5.2.1. we have no duty to moderate any content accessible via Medall and that you are solely responsible for any content which you and your Organisational Users (or any third party) upload, transmit and/or store using Medall;

5.2.2. any use by you and/or your Organisational Users or any of your members of or reliance upon any content accessible via Medall is at such user’s sole risk. We do not endorse any promotions, products, services or campaigns which may be published or sent via Medall nor do we endorse or make any representations or guarantees in respect of any research, adverts or other materials regarding medication, treatment(s) or therapies. It is the users responsibility to check the strengths and risks associated with any treatment, medication or therapies against the regulatory authority’s recommendations and guidelines in the region of country in which they practice or study medicine; and

5.2.3. we reserve the right to remove or edit any content, without notice and at our sole discretion, if we determine that it is not in compliance with this Agreement, is notified to us as objectionable by a third party or if it would cause harm to a Medall user or any third party, and to provide your Organisational Users’ IP addresses and other identifying information to law enforcement authorities, where appropriate, and take any and all other legal action at our disposal if we believe you have breached this Agreement.

5.3. As between you and us, you retain ownership of any content which you upload onto or transmit via Medall for Organisations (any such content, “Your Content”).By uploading on to or transmitting Your Content via Medall for Organisations:

5.3.1. you grant us (and our employees, agents and sub-contractors) a world-wide, royalty-free, non-exclusive, sub-licensable and transferable licence to use Your Content (including to reproduce, distribute, modify and display it) for the purpose of operating, promoting, and improving our services;

5.3.2. you also grant your members and individual users of Medall (“Medall Users”) a worldwide, non-exclusive, royalty-free licence to access Your Content through Medall, and to use Your Content (including to reproduce, distribute, modify, display, and perform it) only as enabled by a feature of our services;

5.3.3. you represent and warrant that:

5.3.3.1. you have the rights, power and authority necessary to grant the licences at clauses 5.3.1 and 5.3.2 above;

5.3.3.2. you have the lawful right to upload, reproduce, distribute and store Your Content, including the necessary consents which may be required in order to lawfully share, copy or transmit a third party journal or article which may be protected by copyright (as well as other moral rights);

5.3.3.3. the uploading, reproduction and/or distribution of Your Content will not breach any obligations of confidentiality whether to a patient, your employer, your colleague or any other third party;

5.3.3.4. the uploading, reproduction and/or distribution of Your Content will not constitute or encourage a criminal offence or violate the rights of any party or otherwise create liability or violate any relevant local, national or international law; and

5.3.3.5. Your Content complies with the restrictions set out in this clause 5. You must immediately remove Your Content if you no longer have the rights required by these terms.

5.5. Notwithstanding any other provision herein, we may retain and use at our discretion for our own business purposes, statistical data collected from or in connection with your, your Organisational Users’ and your members’ use of Medall , provided that it does not contain any Personal Data.

6. PERSONAL DATA

6.1. In order to set up an Organisational Account, your Organisational Users will upload on to, and/or publish via, Medall, “Personal Data” (which for the purposes of these Terms shall mean both “personal data” and “special categories of personal data as each are defined in the General Data Protection Regulation 2016/679 (“GDPR)).

6.2. Your Organisational Users must not upload any Personal Data on to, or publish any Personal Data via, Medall unless such user consents to our use of (or you have obtained all consents required at law to enable us to use) such Personal Data in accordance with our privacy policy, which may be accessed here).

6.3. By using Medall, you and your Organisational Users may receive or have access to Personal Data relating to your members or individuals who request to join your Organisational Account who are Medall Users. You and your Organisational Users agree only to use any such Personal Data in accordance with the GDPR and/or any other relevant legislation and to indemnify us if we suffer any loss or damage or incur any costs or expenses defending any claim relating to a breach of this clause 6.3 by you or and your Organisational Users.

7. THIRD PARTY CONTENT

7.1. In order to enable us to provide access to Medall to individual users at a low cost or free of charge, we may display third party content on Medall and/or include third party content (including advertising goods, services, courses or websites) in Your Content and/or communications which you send to your members or Medall Users (any such content, “Third Party Content”). While we may provide a platform for the display and/or communication of such Third Party Content, we do not undertake any vetting or authentication process in respect of that content. As such, to the fullest extent permitted by law, we expressly exclude any liability for any direct, indirect, special, incidental loss or damage which may arise in respect of any use of or reliance upon any Third Party Content.

7.2. We do not endorse any Third Party Content, nor do we moderate any Third Party Content. Any use of or reliance upon such Third Party Content is at your or your members’ sole risk. You expressly understand and agree that we do not make any express or implied representations or warranties to you or your members in relation to any such Third Party Content, including fitness for purpose, infringement or merchantability, nor do we endorse or make any representations or guarantees in respect of any research, adverts or other materials regarding medication, treatment(s) or therapies. It is your members’ responsibility to check the strengths and risks associated with any treatment, medication or therapies against the regulatory authority’s recommendations and guidelines in the region of country in which they practice or study medicine.

7.3. You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Services (including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions) and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value. You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you (i) have no right to receive any income or other consideration from Your Content or any content made available to you on or through the Services and (ii) are prohibited from exercising any rights to monetize or obtain consideration from Your Content within the Services or on any third party service (including, without limitation, YouTube, Facebook, Instagram, Twitter or any other social media platform) to the extent that Your Content has been in any way edited or otherwise altered through the Services.

8. INTELLECTUAL PROPERTY

8.1. You acknowledge that we own or licence all legal rights, title and interest in and to Medall including any intellectual property rights which subsist therein which we may send to you from time to time (whether those rights happen to be registered or not, and wherever in the world those right may exist) and that all intellectual property rights in Medall (including source code in the software) belong to and shall remain vested in us (or where relevant our licensors). Nothing in this Agreement shall confer on you any right, title or interest in any intellectual property rights (except the rights of use set out in this Agreement).

8.2. You agree not to use any of the trademarks, trade names, service marks, copyrights, logos, domain names, and/or other distinctive brand features displayed in Medall belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary notices (including copyright and trademark notices) which may appear in or be held within Medall.

8.3. In the event that your use of Medall for Organisations if used in accordance with this Agreement, infringes any intellectual property rights of a third party, we may, at our sole discretion and expense, replace or modify Medall for Organisations so that it is no longer infringing or obtain for you the right to continue using Medall for Organisations. This therefore constitutes your sole remedy in relation to any claim of infringement in respect of Medall for Organisations.

8.4. For the purposes of this clause 8, any reference to “Medall” or “Medall for Organisations” shall include any content in any emails and/or other correspondence (or attachments thereto) which you may receive from us from time to time.

9. CONFIDENTIALITY AND COLLABORATION

9.1. By using Medall for Organisations, you may get access to sensitive information relating to your members or other Medall Users who request to join your Organisational Account, including Personal Data, career aspirations, collaboration ideas, research and publications (which may have commercial value) and career information, and your members or other Medall Users may also publish or disclose information which they deem to be of a confidential nature. In order to keep Medall a safe space which encourages innovation and collaboration, you agree to treat other users with respect and to handle Confidential Information on a confidential basis and in accordance with the instructions of the disclosing party.

9.2. Medall is a platform which allows healthcare professionals and students to publish and share information. You acknowledge and agree that it is up to you to ensure that you, your Organisational Users and your members do not use Medall to disclose any information which you or they want to protect. We offer no guarantee and make no representations that other Medall Users will comply with clause 9.2 and you will not be able to rely on it if you want to take a claim against them. DISCLOSURE OF ANY INFORMATION BY YOU, YOUR ORGANISATiONAL USERS OR YOUR MEMBERS TO ANY OTHER MEDALL USERS IS AT THE DISCLOSING PARTY’S SOLE RISK AND THE DISCLOSING PARTY SHOULD CONSIDER WHETHER TO TAKE PROTECTIVE STEPS BEFORE DISCLOSING ANY INFORMATION WHICH MAY BE DAMAGING IF PUBLICISED OR MAY HAVE A COMMERCIAL VALUE WHICH THE DISCLOSING PARTY WANTS TO EXPLOIT.

10. FEEDBACK

10.1 We continually work to develop and evaluate Medall and our product ideas and features and we pay close attention to the interests, feedback, comments, and suggestions we receive from our users If you choose to contribute by sending us any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings, promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that the status of such Feedback is clearly understood by you and us. Accordingly, by sending Feedback to us, you agree that:

10.1.1 we have no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;

10.1.2 Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and

10.1.3 you irrevocably grant us an unconditional, non-exclusive, royalty free, fully transferable (including sub-licensable), perpetual worldwide and unlimited license to adapt, reproduce, distribute, create derivative works of, modify, publicly perform, communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

11. PAYMENT

11.1. The terms of this clause 11 only apply where you are have a Paid Account.

11.2. If you have a Paid Account:

11.2.1. you undertake to pay us the relevant subscription fees (“Fees”) agreed between us for each Organisational User and for each member who accepts your invite to join or requests to join your Organisational Account. The Fees must be paid to us in full cleared funds on the date due;

11.2.2. you agree that we may suspend the provision of Medall for Organisations if any payment is due from you but unpaid (for example, if our third party payment services providers are unable to secure payment from you);

11.2.3. you agree to our third party service providers storing and using your payment card information for the purpose of processing the payment;

11.2.4. you authorise us and/ or companies who work our behalf, (including without limitation payment processors) to bill your payment instrument in advance for the relevant Fees on the date you purchase your subscription to Medall for Organisations, and on each monthly or annual anniversary (as applicable, depending on your chosen subscription plan) of the purchase date; and you agree that the Fees paid to us are non-refundable, and are exclusive of VAT (which, if applicable, will also be due from you to us.

11.3. The Fees are, unless expressly stated otherwise, exclusive of VAT (which shall be payable by you).

11.4. Without prejudice to any other rights or remedies which we might have, if you fail to make any payment when due, you shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of Ireland from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount along with any interest accrued, whether before or after judgment.

11.5. All amounts due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11.6. We may increase the Fees for your subscription to Medall for Organisations on subsequent anniversaries, provided that we give you at least a month’s notice via email before the end of the then current term. If you continue using Medall for Organisations after such notice, you accept that you will be deemed to have accepted, and will be liable for, the increased Fees.

12. TERMINATION

12.1. If you don’t have a Paid Account, we can terminate the agreement formed by these Terms by notice to you at any time without liability to you. You accept that this is reasonable, given that you’re not paying us anything.

12.2. If you have a Paid Account, we may at any time disable your Organisational Account, and/or terminate this Agreement, at our sole discretion, and with no liability to you, if:

12.2.1. you or your Organisational Users materially breach any provision of this Agreement or the Terms of Use for Medall Account Users (or act in a manner which we believe shows that you do not intend to, or are unable to comply with them). For the avoidance of the doubt (and without limiting the generality of the foregoing), any breach of clauses 4.2, 5, 6.2, 8.2, 9.2 and 11 shall be deemed to be a material breach of this Agreement;

12.2.2. your Organisational Users cease to comply with the Medall eligibility criteria set out in clause 2.3;

12.2.3. we have received a complaint or complaints from any user in respect of your, your members’ or your Organisational Users’ actions, Organisational User Account details and/or use of Medall which we believe is or could be damaging to us;

12.2.4. we are required to do so to comply with a legal requirement or a court order;

12.2.5. we believe that our provision of Medall for Organisations is no longer commercially viable; and/or

12.2.6. or we reasonably believe there has been conduct that creates liability or harm to any user or other third party.

12.3. Either party may terminate this Agreement at any time with notice in writing to the other.

12.4. On termination of this Agreement, the following clauses shall apply:

12.4.1. the licence granted under clause 4.1 shall immediately terminate;

12.4.2. if we have terminated this Agreement other than for a reason set out in clause 12.1, we will refund you pro rata for any services paid for but not received owing to the termination;

12.4.3. we reserve the right to promptly delete your Organisational Account, any linked User Accounts and any associated Medall User accounts along with any content stored therein (it is your and your Organisational Users’ responsibility to make sure you have and maintain a back-up of any such content);

12.4.4. all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and in particular the provisions of clauses 4.2, 5, 6.3, 7, 8.1, 8.2, 9-11 and 12.3 shall survive termination of this Agreement; and

12.4.5. we reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any Personal Data or such information as we have received from you without regards as to time or duration, as is strictly necessary to comply with our legal obligations, resolve disputes and enforce agreements.

13. LIMITATION OF LIABILITY AND INDEMNITY

13.1. Nothing in this Agreement, including this clause 13, shall exclude or limit any warranty or liability to the extent that the same may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by its negligence.

13.2. There are some laws which automatically imply warranties and representations in respect of the provision of goods or services. For the purposes of clarity, we think it is important to have all terms expressly set out in this Agreement. In respect of your use of Medall for Organisations, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in this Agreement (including implied warranties and conditions of or merchantability, fitness for a particular purpose and non-infringement) and no advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees or personnel, or through or from your use of Medall for Organisations shall create any warranty not expressly stated in this Agreement.

13.3. While we will try to ensure that Medall for Organisations is available to you, you expressly understand that some of the functions of Medall for Organisations rely on an internet connection being sustained and the appropriate equipment being maintained. As such, you expressly understand and so agree that your use of Medall for Organisations is ‘as is’ and ‘as available’. In particular, we do not represent or warrant to you that:

13.3.1. your use of Medall for Organisations (including such use in conjunction with any other software) will meet your requirements, or that your use of Medall for Organisations will be uninterrupted, timely, secure or free from error defects in the operation or functionality of Medall;

13.3.2. defects in the operation or functionality of Medall for Organisations will be corrected, rectified or remedied; and/or

13.3.3. any information obtained by you as a result of your use of Medall for Organisations will be accurate or reliable.

13.4. Any material downloaded or otherwise obtained from or accessed through your use of Medall for Organisations is done so at your own discretion and risk, and you will be solely responsible for any damage, loss or prejudice to your computer system or other device or loss of data that result from the download or access of any such material.

13.5. You expressly understand and agree that we and our licensors shall not be liable to you for:

13.5.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of your use of Medall for Organisations and/or its non-availability;

13.5.2. loss of profit, business revenue, goodwill and anticipated savings;

13.5.3. any trading or other losses which you may incur as a result of or reliance upon any content on Medall (including, without limit, any advertising) or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on Medall;

13.5.4. the deletion of, corruption of, or failure to store any content and other data maintained or transmitted by or through your use of Medall for Organisations (Medall for Organisations is not a back-up service: you should always maintain a separate copy of key information you upload onto or distribute via Medall for Organisations); and/or

13.5.5. any effect which the use of Medall may have on any software you use.

13.6. If you have a Paid Account, you agree that clause 13.5.2 shall take effect without the references to direct loss, and that our aggregate liability to you for any direct loss incurred by you or a third party shall not exceed an amount equal to the aggregate amounts paid or payable by you to us for the use of Medall for Organisations in the preceding 12 months.

13.7. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with your use of Medall; that we cannot adequately insure its potential liability to you; and that, accordingly, the exclusions and limitations contained in this clause 14 are reasonable. You also undertake at all times to mitigate any such damage or loss.

13.8. You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and all other professional costs and expenses (calculated on a full indemnity basis) suffered or incurred by us, arising out of any third party claims against us which arise in connection with a breach of this Agreement by you, your Organisational Users or members or individuals who request your Organisational Account or in connection with a breach of the Terms of Use for Medall Account Users by your Organisational Users.

13.9. If any part or provision of this clause 13 is found to be unlawful or unenforceable, this shall not affect the validity of any other part or provision. You also undertake at all times to mitigate any such damage or loss.

13.10. For the purposes of this clause 13, any reference to “Medall” or “Medall for Organisations” shall include any content in any emails and/or other correspondence (or attachments thereto) which you may receive from us from time to time.

14. GENERAL

14.1. You shall not assign, transfer or sub-license any of your rights or obligations under this Agreement, other than as expressly provided for in this Agreement. We may at any time assign all or any of our rights and transfer all or any of our obligations under this Agreement.

14.2. Failure or neglect by us to enforce any of the provisions of this Agreement at any time shall not be construed or deemed to be a waiver of our rights, nor shall this in any way affect the validity of the whole or any part of this Agreement, nor prejudice our rights to take subsequent action.

14.3. We shall not be liable to you in the event that we are unable to perform any of our obligations under this Agreement owing to circumstances beyond our reasonable control, including acts of god, governmental actions, pandemics or epidemics, an outbreak of hostilities (whether war is declared or not), or in the event of a national emergency or terrorist intervention.

14.4. If any part of any provisions of this Agreement shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provisions and all other provisions of this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law.

14.5. This Agreement represents the entire agreement between you and us in relation to the subject matter of this Agreement and neither you nor we have relied upon any statement or representation made by the other in agreeing to enter this Agreement.

14.6. This Agreement does not create any third party beneficiaries, including as applicable but not limited to any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not party to it.

15. LAW AND JURISDICTION

15.1. This Agreement shall be construed in accordance with Northern Irish law and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection with this Agreement.