LAST UPDATED: June 3, 2024

Healthy.io (UK) Ltd. (together with its affiliates, “Healthy.io”) is a medical technology company that leverages smartphones and cloud services to help healthcare providers improve patient care. These terms of use (“Terms”) govern your use of our website portal, mobile apps (the “Apps”) and any related online services for the wound assessment and monitoring tool and services that we provide (as used herein, the “Services”). These Terms do not apply to other Healthy.io websites or services.

Healthy.io requires that all users (the “User(s)”) of our Services adhere to these Terms, including with respect to any electronic content, functionality, features and applications in our Services (collectively, “Materials”). By accessing the Services, you indicate your agreement and acceptance of our Terms and that you are based in the United Kingdom.

Your right to access or use the Services can be terminated if you violate these Terms. We reserve the right to revise these Terms, and any rights not expressly granted herein are reserved. Please check back periodically to review any changes to our Terms. The services provided through the Apps consist of two steps:

1. The first is the process of taking an image of the wound (the “Wound Scan”) to create a visual record of the wound. That portion may be completed by the patient or someone assisting the patient in the process.
2. The second takes place once the Wound Scan is sent to the healthcare provider. It consists of the clinical interpretation of what the Wound Scan is showing per the healthcare provider or clinician. That portion of the services is intended for use only by qualified healthcare professionals.

Information received by the healthcare providers in connection with the services may only be used as necessary for the patients’ treatment or health care operational purposes, to the extent permitted by applicable laws and other agreements applicable to the information. THE SERVICES PROVIDED BY HEALTHY.IO ALONE DO NOT CONSTITUTE MEDICAL ADVICE OR DIAGNOSIS, AND THEY DO NOT SERVE AS A SUBSTITUTE FOR THE CLINICAL ADVICE OF A QUALIFIED HEALTHCARE PROVIDER. ANY ADDITIONAL CARE, OR CHANGES MADE TO THE PLAN OF CARE FOR THE PATIENT, BASED WHOLLY OR PARTLY ON THE WOUND IMAGES/SCANS SENT TO THE HEALTHCARE PROVIDER, ARE SOLELY AND ENTIRELY THE RESULT OF THAT CLINICIAN’S CLINICAL JUDGMENT, KNOWLEDGE, AND EXPERIENCE. HEALTHY.IO DOES NOT HAVE OR ASSUME ANY ROLE IN MAKING, GUIDING, OR INFLUENCING, ANY DECISIONS OF OR RELATING TO CLINICAL CARE.

Notes to Minuteful™ for Wound Mobile Application Professional Healthcare Users:

If you are using the services on behalf of an organisation that has entered into a contractual relationship with us for these Services, those contractual terms will govern your use of the services and supersede these terms in the event of any conflict.

You agree that all patient information provided to us at registration is true, current and complete and you agree to update the information as necessary to maintain its truth and accuracy. As a healthcare provider, you agree that you will only create accounts for patients who you determine are clinically appropriate for and will benefit from the Service.

Note to Minuteful™ for Wound at Home Mobile Application Patient Users: The services are provided to you on behalf of an organisation that has entered into a contractual relationship with Healthy.io. Those contractual terms will govern the services and supersede these Terms in the event of any conflict.

We may change the terms of these Term from time to time. We will inform you when material changes occur. Your continued use of the Service shall constitute your consent to any changes made. If you do not agree to the new terms, you should not use the Service.

1. User Responsibilities

You are responsible for any activity that occurs through your user account. You agree you will not sell, transfer, license or assign your account or any account rights.

You hereby warrant that all information that you provide to us is true, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. You are responsible for keeping your password or other credentials for the Services secret and secure. You are solely responsible for your interaction with other users of the Services, whether online or offline. You agree that we are not responsible or liable for the conduct of any user.

2. User Conduct and Restrictions

You agree not to, or attempt to: (a) decompile, reverse engineer, disassemble, modify, reduce the Services to human readable form or create derivative works based upon the Services or any part thereof; (b) disable any licensing or control features of the Services; (c) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage or delete any Materials , or retrieve or record information about the Services or its users; (d) merge the Services or Materials with another program or create derivative works based on the Services or Materials; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Services or Materials; (f) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Materials or access to the Services to others; (g) use, or allow the use of, the Services or the Materials in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (h) otherwise act in a fraudulent, illegal, malicious or negligent manner when using the Services. Except as expressly provided herein, we and our third party licensors reserve all rights with respect to the Services, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations; (i) post violent, defamatory, indecent, sexually explicit, discriminatory, unlawful, infringing, hateful or other inappropriate photos or other content, including any posts intended for defaming, stalking, bullying, abusing, harassing, threatening, impersonating, harming, impersonating or intimidating people or entities; or (j) create, solicit, transmit, or procure the sending of, any unwanted, unsolicited or harassing comments or communications, including advertising or promotional material, without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation. You may not access or use the Services by means of any automated program, expert system, electronic agent or “bot,” and shall not give any other person or entity unauthorized access to the Services. You are prohibited from “scraping,” copying, republishing, licensing, or selling the data or information on the Services if you do so for commercial purposes.

3. User Content

As a User of our Services, you hereby grant us a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use and display the information and materials (e.g., images) that you provide to us through the Apps to the extent necessary for the effective operation and delivery of the Services, through the organization that has entered into a contractual relationship with us for the provision of the Services, and subject to our Privacy Notice. If you provide any feedback, ideas, or suggestions (“Feedback”) on the Services, then we may use that Feedback without obligation to you and you hereby assign all right, title and interest in such Feedback to Healthy.io.

4. Privacy

Personal data collected and processed by us in connection with the Services will be maintained in accordance with our Privacy Notice which can be found here. The Privacy Notice is incorporated into these Terms by reference and forms an integral part of them. For the purposes of the Data Protection Act (2018) and the UK General Data Protection Regulation, Healthy.io is a Data Processor, and the healthcare provider who delivers the Service to the patient is the Data Controller. These roles have different responsibilities under data protection law. As a Data Processor, Healthy.io processes your personal data under the terms of a contract between Healthy.io and the Data Controller. Further details can be found in our Privacy Notice which can be found here.

5. Our Intellectual Property Rights

The Services contain confidential and proprietary information, materials, data, databases, contents, processes, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, features and functionality, and the design, selection and arrangement thereof, are owned by Healthy.io, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Content”). As between Healthy.io and you, Healthy.io retains sole and exclusive ownership of all right, title and interest in and to the Services (including any improvements, copies, translations, modifications, adaptions or derivative works of the Services) and to all copyrights, trade secrets, patents, trademarks, and other intellectual property rights therein and relating thereto. In addition, in the event you acquire any right, title or interest in the Services, you hereby assign any such right title or interest to the Services. These Terms permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our App, including but not limited to Content, except that you may print or download one copy of a reasonable number of pages of the App for your own personal, non-commercial use and not for further reproduction, publication or distribution. You must not: (a) modify copies of any materials from the App or received through the Services; (b) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (c) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, content, or other proprietary information (including, without limitation, images, text, page layout, or form) of Healthy.io without our express written consent. You must not access or use any part of the Services or materials available through the Services for outsourcing to others, or as part of a service bureau business, or otherwise for the benefit of unaffiliated third parties who do not directly pay for its benefit, or for other similar commercial purposes, or in any other way exploit the Services for any commercial purpose without the express written consent of Healthy.io. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will cease immediately. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Healthy.io. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

6. Links to Other Websites and Applications

The Services may contain links to third party sites. Access to any other website or service referenced in the Services is at the User’s own risk and we are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on other sites. We provide these links merely as a convenience and the inclusion of such links does not imply an endorsement, recommendation or approval. The content, accuracy, or opinions expressed on other links provided by linked sites are not investigated, verified, monitored, or endorsed by us. If you decide to visit, or transact business at any linked site, you do so at your own risk, and it is your responsibility to take all protective measures. The third-party sites are not controlled by us and may have different terms of use and privacy policies, which we encourage you to review.

7. Linking to our Services

You may link to our Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content on our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and must not otherwise: establish a link from any website that is not owned by you; cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking, or in-line linking); or take any action with respect to the Services that is inconsistent with these Terms. We may disable any social media features and any links at any time without notice at our sole discretion.

8. Open-Source Licences

The Service includes some third-party software, including those licensed under open-source licences. These third-party software are provided “as is” without any warranty whatsoever of any kind, and such software is also subject to all terms and conditions required by the third party. A list of relevant notices and licenses for third-party software, including open-source licences, can be found here.

9. Disclaimers of Warranties

YOUR USE OF THE SERVICES AND MATERIALS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND MATERIALS ARE PROVIDED “AS IS” WITHOUT A REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THROUGH USE OR DOWNLOADING MATERIAL FROM THE SERVICES.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, (i) UNDER NO CIRCUMSTANCES SHALL HEALTHY.IO (INCLUDING ITS SUPPLIERS AND DISTRIBUTORS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE; AND (ii) HEALTHY.IO’S (INCLUDING ITS SUPPLIERS AND DISTRIBUTORS) AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED £100. NOTHING IN THESE TERMS LIMITS OR EXCLUDES EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY WHICH THE LAW DOES NOT ALLOW A PARTY TO LIMIT OR EXCLUDE.

11. Indemnification

You agree to indemnify Healthy.io and hold Healthy.io harmless from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys’ fees, resulting, whether directly or indirectly, from your violation of these Terms. You also agree to indemnify us and hold us harmless from and against any and all claims brought by third parties arising out of your use of the Services and the content you submit to the Services by any means, including without limitation through a posting, a link, reference to other content, or otherwise.

12. Governing Law and Exclusive Courts

These Terms will be governed by the laws of England and Wales and subject to the exclusive jurisdiction of the courts of England.

13. General

Except to the extent you are using the Services on behalf of an organisation, or you are provided with the Services by an organisation that has entered into a contractual relationship with us for these Services and the terms of that contractual relationship conflict with or otherwise supersede these Terms, you agree that (i) you have read and understood and agree to be bound by these Terms, (ii) these Terms, together with our Privacy Notice which is incorporated herein by reference, constitute the complete and exclusive statement of the agreement between you and Healthy.io, and supersedes all other proposals or prior agreements oral or written, and any other communications relating to the subject matter of these Terms.

If any provision of these Terms is found unenforceable, it shall not affect the validity of the remainder of these Terms, which shall remain valid and enforceable according to its terms, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Healthy.io as a result of these Terms or your use of the Services. 14. Contact Information If you have any questions, concerns or comments about these Terms or our Services, please contact us by email at [email protected].

Copyright © 2024, Healthy.io LTD. All rights reserved.