Phys-lates – Online Services Terms of Use

These Terms of Use are a legally binding contract between You (defined below) and Phys-lates PLC (“Phys-lates,” “we,” or “us”) regarding Your use of the Phys-lates platform and associated mobile applications made available and operated by us (the “Service”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY SUBSCRIBING TO THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY AND REFERENCE MADE TO ANY OTHER DOCUMENTS MENTIONED HEREIN (TOGETHER, THE “TERMS”). If You are not eligible, or do not agree to the Terms, then You do not have our permission to use the Service.

NO MEDICAL ADVICE

You acknowledge and agree upfront that the Service and content available through the Service are not a substitute for a health care professional’s professional judgment in diagnosing and treating patients and You will use Your own professional judgement in relation to the foregoing. Neither Phys-lates nor the Service, content, devices or software gives medical advice or provides medical or diagnostic services. Reliance upon the Service, content, devices or software by You or any of Your authorised users (defined below) is solely at Your and their own risk. You acknowledge and agree that Phys-lates is in no way responsible for the use of any pharmacological, medical, legal or similar information contained in, entered into or used in connection with the service, and You and authorised users, as applicable, should verify the accuracy of the information and completeness of such information whenever necessary to do so for providing health care services. You acknowledge and agree that the use of the service by You and authorised users for any purpose related to patient care should be under the supervision of a healthcare professional. As between Phys-lates and You. You shall be solely responsible and liable for Your treatment and care of patients, including all responsibility for personal or psychological injury or loss of life.  

OTHER TERMS

1. The Service Overview. You may not access or use the Service for any other purpose than as permitted by Phys-lates under these Terms. You may access the Service only if authorised by an Organisation that has purchased the right to use the Service (“Phys-lates Customer”). Your access is subject to the discretion and control of the Phys-lates Customer as well as Phys-lates under these Terms.

2. Responsibility for Authorised Users. “Authorised User” means each individual user of the Service permitted to use the Service by You, including personnel, other Organisations, and patients. For the avoidance of doubt, the Organisation is responsible and liable for any non-compliance with these Terms by its Authorised Users. You are responsible for any and all acts and omissions by the Authorised Users and their accounts in connection with the Service; the content and data transmitted to or from the Service by You or Authorised Users or their accounts; and for the effects of any breach of security in connection with the activity of Authorised Users’ accounts in connection with the Service. You are solely responsible for Your and the Authorised Users’ interactions with patients in connection with and separate from the Service. You are responsible for ensuring that all diagnoses are carried-out by a healthcare practitioner, and all exercises and/or other actions to cure, mitigate, treat, or prevent disease or other conditions are prescribed and carried-out by a healthcare practitioner.  You are solely responsible for obtaining, installing, maintaining and operating all necessary software, hardware or other equipment to use and access the Service.  Your responsibility shall also include utilising up to date web browsers, antivirus, anti-spyware and internet security software.  Phys-lates entities and its licensees or licensors shall not bear any responsibility or liability for interruption, non-performance of the Service or for loss and theft of personal data which results owing to the aforementioned factors.

3. Binding on Your Organisation. WHEN YOU ACCEPT THESE TERMS, YOU AGREE TO IT ON YOUR INDIVIDUAL BEHALF AND ON BEHALF OF THE ORGANISATION (AND ITS AFFILIATES) BY WHICH YOU ARE EMPLOYED OR ENGAGED AND FOR WHOSE BENEFIT YOU ARE USING THE SERVICE (“ORGANISATION”). In these Terms of Use, “You” shall mean the person using the Service and the Organisation on whose behalf the person is using the Service.

4. Eligibility. By agreeing to these Terms, You represent and warrant to us that: (a) You are authorised by the Organisation to agree to the Terms on its behalf; (b) You are of legal age to enter into a binding agreement; (c) You have not previously been suspended or removed from the Service; (d) Your registration and Your use of the Service is in compliance with all applicable laws and regulations; and (e) You have read and agree to our Privacy Policy, as further described in Section 13 below.

5. Accounts and Registration. To access most features of the Service, You must register for an account. When You register for an account, You may be required to provide us with some information about Yourself, such as Your email address and password. You agree that the profile information You provide to us is accurate and that You will keep it accurate and up-to-date at all times. You understand and agree that as part of the registration process we may use this information to verify Your eligibility to use the Service. When You register, You will be asked to provide a password. You are solely responsible for maintaining the confidentiality of Your account and password, and You accept responsibility for all activities that occur under Your account. If You have reason to believe that Your account is no longer secure, then You must immediately notify us at support@Phys-lates.com.

6.Payment. You shall pay the fees to Phys-lates in accordance with these Terms and the terms posted on the web pages during Your purchase of access to the Service. You authorise Phys-lates, through its payment processor, to charge a fee to the payment method You provide which shall be due on the first date of your initial monthly subscription period and Phys-lates shall be authorised to continue charging the same fee in advance for each subsequent subscription period. All fees are non-refundable, to the fullest extent permitted under applicable law. Phys-lates reserves the right to change the fees for the Service, including by adding additional fees or charges at any time. If You do not accept the changes, you may unsubscribe from the Service according to these Terms. If You pay any fees with a credit card, Phys-lates may seek pre-authorization of Your credit card account prior to Your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Your purchase. Unless otherwise provided, the Fees do not include any taxes or duties (including sales, use, value-added and withholding taxes and duties) and related fees (“Taxes”) and You are responsible for paying all Taxes arising from Your purchases hereunder. If You do not pay the amounts due to Phys-lates under these Terms, such amounts will bear interest from the due date until paid at a rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is greater, without limiting Phys-lates’s other rights and remedies. If a cancellation occurs within 10 days from renewal of the subscription period, the cancellation shall take effect at the end of, and Phys-lates reserves the right to charge for the subsequent subscription period. Failure to provide full and timely payments may result in an immediate default without advance demand or notice required. In which case, Phys-lates may immediately terminate or suspend Your access to, and use of, the Service, in whole or in part, until outstanding payments including any interest owed are made in full.

7. Licenses

(a) Limited License. Subject to Your ongoing compliance with these Terms, Phys-lates grants You and Authorised Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to (i) install the mobile application(s) associated with the Service and use such mobile applications so installed, solely in object code format on devices that You own or control, and (ii) access and use the Service, and for (i) and (ii) solely for business use for conducting clinical consultations, assigning Phys-lates’s and Your video exercises available through the Services to users, managing home exercise programs and collecting user report outcomes.

(b) License Restrictions. Except and solely to the extent permitted by applicable law notwithstanding these restrictions, You may not at any time, directly or indirectly, and may not permit any other person or entity to: (i) reproduce, distribute, publicly display, or publicly perform the Service or any part thereof; (ii) reverse engineer, decompile, or make modifications to the Service or any part thereof; or (iii) interfere with or circumvent any feature of the Service or any part thereof, including any security or access control mechanism. If You are prohibited under applicable law from using the Service, You may not use it.

(c) Reservation of Rights. Phys-lates reserves all rights not expressly granted to You in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to the Phys-lates intellectual property.

(d) Open-Source Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open Source Components”). Although the Service is provided to You subject to these Terms, nothing in these Terms will be deemed to prevent, restrict, or otherwise prevent or restrict You from obtaining such Open Source Components under the applicable third-party licenses or to limit Your use of such Open Source Components thereunder.

Consent to Communications and Monitoring Made Through the Service. By providing us with Your contact information and using the Service, in accordance with Phys-lates Privacy Policy, You agree to receive e-mail communications, SMS and push notifications from or on behalf of Phys-lates using the Service at the email address You provided and the mobile device on which You installed the Service. These messages may be for informational purposes, such as to provide You with the information You requested, or to seek Feedback from You regarding the Service, or to send messages relating to; login and password information for usage of account, notifications and reminders relating to programs and questionnaires assigned to patients by practitioners, updates to services and terms of service of Phys-lates and facilitating incoming calls between practitioners and patients or suggested actions based on Phys-lates’s analysis of Your Communications Data.                                                                          

If You wish to opt out of marketing emails from Us, You can unsubscribe by following the unsubscribe options in the marketing email itself. You understand and agree that You may continue to receive communications while Phys-lates processes Your opt-out request, and You may also receive a communication confirming the receipt of Your opt-out request.      

Phys-lates makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of any push notifications. You accept that any reliance on these notifications will be at Your own risk, and Phys-lates disclaims all liability arising from Your use of them or reliance upon them.

8. Acceptable Use. BY USING THE SERVICE YOU AGREE NOT TO, directly or indirectly not to permit any Authorised Users or any other person to violate the Acceptable Use Policy.

9. Security of your Account. Where You have registered an Account, You are responsible for keeping the identifiers associated with that Account secret.  As soon as You know or have reason to suspect that the identifiers are no longer secret, or that the Account is being abused or security has been compromised, You must notify Phys-lates immediately and take all necessary steps to prevent unauthorised access including changing relevant identifiers and taking other security measures as recommended by Your infrastructure provider.

You are not permitted to:

– provide information to Phys-lates during Account registration that is not accurate, complete and up-to-date;

– create more than one Account for the same individual user; or

– share an Account.

You, as the healthcare provider, may download from the Service the patient’s exercise program and compliance history strictly for the purpose of maintaining the patient’s records and must not sell, redistribute or use for any other purpose. You may not use any means for the export and/or download of Your patient’s exercise program and compliance history, other than the means expressly provided for such purpose by Phys-lates. Patients may download from the Service their exercise programs and account details strictly for their personal, non-commercial use only, provided they keep intact all copyright and other proprietary notices.

10. Third-Party Services and Linked Websites.

Websites and services provided by third parties are not under our control, and we are not responsible for any third party services. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for them or their content. Phys-lates may provide application programming interfaces to allow integration of the Service with other services and platforms. Phys-lates is not responsible for (and expressly disclaims all liability to You and any third party in respect of) such other services and platforms which the Service integrates with or which integrate with the Service. Phys-lates does not endorse any information on linked sites or any associated organisation, product or services.

11. Information on the Service

11.1 All exercises available on the Service are demonstrations only. You acknowledge that healthcare  providers are responsible to ensure that any exercises and exercise programs created for a patient are appropriate for that patient.

11.2 Phys-lates does not endorse or recommend any information on the Platform or made available through the Service. All information contained on the Platform and through the Service may not be sold, redistributed or used for any other commercial purpose..

11.3 There is always the possibility of physical injury when patients are participating in any exercise or exercise program. You represent that your patients have informed You, as their healthcare provider, of their medical history and existing conditions and have received their consent to participate (and continue to participate) in the programs and exercises available to them on the Service.  You represent that You have informed Your patients that if they feel discomfort or pain, they should immediately stop the activity causing such discomfort or pain and contact their healthcare provider or an ambulance in the case of a medical emergency.

11.4 If You transfer a patient from Phys-lates to another service provider, it is Your responsibility, or the responsibility of the transferring health practitioner, to ensure that You maintain records relating to the patient in accordance with law.

12. Termination of Use; Discontinuation and Modification of the Service. You may terminate Your account at any time by following the prompts in the Platform or by contacting customer service at support@Phys-lates.com. Your termination will take effect at the end of the current billing period unless Your termination notice is received by us less than ten (10) days before the end of the billing period in which case the termination will take effect at the end of the following billing period. If You violate any provision of these Terms (including payment obligations), Your permission from us to use the Service will terminate automatically. In addition, Phys-lates may in its sole discretion terminate Your user account on the Service or suspend or terminate Your access to the Service at any time if You violate any provision of these Terms, if we no longer provide any part of the Service, or for another reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to You. To the fullest extent permitted under applicable law, we will have no liability whatsoever on account of any change to the Service or any suspension or termination of Your access to or use of the Service. Upon the termination of Your account, any aspect of the Service, or these Terms for any reason, Phys-lates will delete any data You submitted through the Service within 30 days (and delete from ‘back up’ within another 90 days) in accordance with the Phys-lates Data Retention Policy which can be found at https://www.Phys-lates.com/data-retention-policy.

13. Privacy.

a. United Kingdom and global (excluding Australia and the USA). The provisions of Schedule 1 shall apply to any personal data processed by Us on Your behalf, where You are the Data Controller and Phys-lates is a Data Processor and the provisions of UK GDPR or EU GDPR apply.

b. Australia. Phys-lates relies on its customers, being healthcare providers, to obtain and store their patients´ explicit consent for the collection and use of any patient health data by Phys-lates for the purposes of providing the Services to You and any end users, including access to the Phys-lates Platform use of the Phys-lates Mobile App and PhysiApp (to the extent applicable).You covenant to Phys-lates that You have obtained and stored the explicit consent from Your patients in compliance with the Privacy Act 1988 for the provision and use of Your patients’ health data for the purposes of use in connection with the services provided by Phys-lates. You agree to indemnify, hold harmless and keep indemnified Phys-lates for any losses, damages, costs, orders, expenses or penalties that may be incurred by Phys-lates or any of its Group companies for any breach of the foregoing by You or caused by your failure to comply with the foregoing, particularly any failure by You to obtain the explicit consent from Your patients with respect to their health data which is made available as individual end users of Phys-lates’s Services, including the Phys-lates Platform, Mobile App or PhysiApp.

14. Additional Terms. You acknowledge that Your use by end-users of the Service is subject to all additional terms, policies, rules, or guidelines  to the extent applicable to the Service or certain features of the Service that we may post on or link to from the Service from time-to-time (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, our informed consent forms, if applicable, or rules that are applicable to a particular feature or content on the Service, subject to Section 15.  All Additional Terms are incorporated by this reference into and made a part of the Terms (as applicable).

15. Modification of these Terms. We reserve the right, at our discretion, to change these Terms at any time. The updated Terms will be published on our website.  If a change to these Terms modifies your rights and obligations, we may notify you of the modified Terms by email to the address you have provided in your user profile. Modifications are effective upon publication.  Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

16. Ownership; Proprietary Rights. The Service is owned and operated by Phys-lates. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, videos, content, information, and all other elements of or available through the Service (“Materials”) provided by Phys-lates whether registered or unregistered, or pending application for registration in any other jurisdiction are protected by intellectual property and other laws. All Materials included in the Service are the property of Phys-lates or our third-party licensors. Except as expressly authorised by Phys-lates, You may not make use of the Materials. Phys-lates reserves all rights to the Materials not granted expressly in these Terms. Nothing in the Terms and Conditions of Service is intended to entail any transfer of intellectual property rights to You.  You further undertake and agree not to assert any rights of title of such intellectual property rights (including foreground intellectual property) whether in law or equity in any jurisdiction. Subject to the other terms of these Terms of Service, by making available or uploading Content to the Service, You automatically grant Phys-lates a cost-free, worldwide, irrevocable, sub-licensable and transferrable right to use this Content insofar as is related to the provision of the Service.

17. Customer Content and Customer Data Generally. Certain features of the Service may permit You or Authorised Users to upload, submit, or store content to the Service, including documents, messages, reviews, images, videos, text, and other types of information (“Customer Content”) and data (including questionnaire questions and responses) (“Customer Data”) and to publish or deliver these on or through the Service. The licensor retains any copyrights, moral rights, and any other proprietary rights held in the Customer Content and Customer Data that is posted to the Service. By posting or publishing content, You grant Phys-lates a worldwide, non-exclusive, royalty-free, fully paid, unrestricted right and license (with the right to sublicense) to use, host, store, transfer, display, perform, reproduce, modify, and distribute Your Customer Content and/or Customer Data, in whole or in part, in any media formats and through any media channels now known or hereafter developed in connection with the Service. You are solely responsible for Your and Your customer’s content and data (including Customer’s Content and/or Customer Data) and the consequences of posting or publishing such. By posting or publishing, You affirm, represent, and warrant that: (a) You are the creator and owner,, or have the necessary licenses, rights, consents, and permissions to authorise Phys-lates and users of the Service to use and distribute Your Customer Content and/or Customer Data in the manner contemplated by the Service, Phys-lates, and these Terms of Service and (b) Your Customer Content and/or Customer Data, and the use of the Service as contemplated by these Terms of Service does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Phys-lates to violate any law or regulation, including laws related to the privacy of personal or health information. We are under no obligation to monitor, edit, or control Customer Content and/or Customer Data that You or other users post or publish and will not be in any way responsible or liable or for any failure to review or act upon Customer Content and/or Customer Data. Phys-lates may, however, at any time and without prior notice, screen, remove, edit, or block any content or data that in Phys-lates’s sole judgment violates these Terms of Service or is otherwise objectionable. To the fullest extent allowed under applicable law, You agree to waive, and do waive, any legal or equitable right or remedy You have or may have against Phys-lates with respect to Customer Content and/or Customer Data. Except as otherwise expressly set forth in these Terms, Phys-lates expressly disclaims any and all liability to the fullest extent allowed under applicable law. If notified by a user or content owner that Customer Content allegedly does not conform to these Terms of Service, Phys-lates may investigate the allegation and determine in Phys-lates’s sole discretion whether to remove the content, which Phys-lates reserves the right to do at any time and without notice. Phys-lates shall have the right to monitor and collect usage data about the use of the Service by You and Authorised Users and Phys-lates may use such usage data to provide and improve the Service, content, Phys-lates’s other products and services and to help ensure compliance with these Terms. Customer acknowledges and agrees that all usage data is owned exclusively by Phys-lates. You agree that Phys-lates may create and use de-identified data generated or derived from Customer Data for Phys-lates’s business and marketing purposes, subject to any applicable legal limitations on the use thereof. Such resulting data is not Customer Data.

18. Disclaimer. You shall be solely responsible for any and all information that is provided to Phys-lates, including its accuracy and completeness, during any process involving the Service. Under no circumstances whatsoever shall the Service or any part or feature of it be configured in a way that would suggest that it is being used as a medical device, or that is to detect disease or to offer diagnosis or prognosis, or to provide medical condition advice based on user-entered data or offer filters or prioritisation of medical suggestions to the end user. It may only be configured to pass user-entered data onto a healthcare professional such that the healthcare professional is fully responsible for providing medical condition advice; and may make only general recommendations to the user to seek further advice. You acknowledge that all exercises available on the Platform and/or the app are demonstrations only and that You, as the healthcare provider, are responsible for ensuring any exercises and exercise programs created are appropriate for the end user. Phys-lates does not accept any liability including any any incidents causing injury.

19. Patient Information. You acknowledge that under no circumstances shall Your relationship with Phys-lates entail any form of a partnership or joint venture. You acknowledge and agree that Phys-lates and any sub-processors working on its behalf, may use and disclose patient information for providing the Service, fulfilling the requirements of these Terms, meeting its legal obligations or requests and as otherwise permitted by these Terms, Phys-lates´s Privacy Policy and the DPA. You acknowledge that patient information that is downloaded to a printer, an Excel file or otherwise, is outside of the scope of the Service, and Phys-lates shall have no responsibility for the use and protection of such patient information. You acknowledge that the patient information available to You through the Service is not an electronic medical record, and the Service should not be treated as a system of record.

20. Subcontractors. You hereby consent to Phys-lates’s engagement of third parties (including Phys-lates’s affiliates) to perform, provide, or support the performance or provision of, all or any portion of the Service or the Phys-lates website.

21. Feedback. If You choose to provide input or suggestions regarding Your experience with the Service (“Feedback”), then You hereby grant Phys-lates an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

22. Indemnity. To the fullest extent permitted under applicable law, You are responsible for Your use of the Service, and You will defend and indemnify Phys-lates and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Phys-lates Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) Your access to, use of, or alleged use of, the Service; (b) Your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between You and any third party; (e) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by You; and (f) any and all allegations made by Your personnel, affiliates, subcontractors, and/or Authorised Users against us in connection with the Service. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with our defence of that claim.

23. Disclaimers; No Warranties.

23.1. The Service and all materials, products, and content available through the Service are provided “as is” and on an “as available” basis, without warranty or condition of any kind, either express or implied. Phys-lates entities disclaim, and You hereby expressly waive, all warranties of any kind, whether express, implied, or statutory, relating to the Service and all materials, products, and content available through the Service, including: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; (b) any warranty arising out of course of dealing, usage, or trade; and (c) any warranty as to whether the communications data or other information available through or transmitted by the Service is true, complete or accurate. The Phys-lates entities do not warrant that the Service or any portion of the Service, or any materials or content offered through the Service, will be uninterrupted, secure, or free of errors, viruses, or other harmful components, and do not warrant that any of those issues will be corrected.

23.2. No advice or information, whether oral or written, obtained by You from Phys-lates or any materials or content available through the Service will create any warranty regarding any of the Phys-lates entities or the Service that is not expressly stated in these Terms. You assume all risk for any harm or damage that may result to You from Your use of or access to the Service, Your dealing with any other Service user, and any materials or content available through the Service. You understand and agree that You use the Service and use, access, download, or otherwise obtain materials or content through the Service and any associated sites or services, at Your own discretion and risk and that You are solely responsible for any damage to Your property (including Your computer system or mobile device used in connection with the Service), or the loss of data that results from the use of the Service or the download or use of that material or content.

You understand that certain portions of the Service may be subject to FDA or other regulatory compliance requirements in the UK, EU or other jurisdictions and that no software correction can be implemented in a production environment until it has passed our validation process.  The timeframe to resolve any issue will depend not only on the issue itself, but also on the time required to perform an appropriate validation.  Therefore, the Parties agree that Phys-lates (nor any of its affiliated entities) will not be responsible for delays resulting from a software change being assessed or updated in its validation process.

The above paragraphs apply to the fullest extent permitted under applicable law.

24. Limitation of Liability. In no event will the Phys-lates entities nor Phys-lates´s licensees/ licensors be liable to You (or any affiliates, employees, or authorised users) for any indirect, incidental, special, consequential or punitive damages (including damages for increased costs, diminution in value or lost business, production, revenues, or profits, goodwill, reputation, or any other intangible loss) arising out of or relating to these terms or Your access to or use of, or Your inability to access or use the Service or any materials, products, or content available on or through the Service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not any Phys-lates entity has been informed of the possibility of damage

The aggregate liability of the Phys-lates entities to You (and all affiliates, employees, and authorised users) for all claims arising out of or relating to these terms or Your use of or any inability to use any portion of the Service, products sold through the Service, or otherwise under these terms, whether in contract, tort, or otherwise, is limited to the fees paid to Phys-lates during the twelve (12) month period preceding the event giving rise to the cause of action.    Nothing in these terms shall operate to exclude or limit liability for death or personal injury caused by negligence or fraud, or any other liability which cannot be excluded or limited under applicable law.

Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the Parties under these terms. This allocation is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this section will apply even if any limited remedy fails of its essential purpose.

25. Force Majeure. To the fullest extent permitted under applicable law, Phys-lates will be excused from performance under these Terms and shall not be liable for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of a Force Majeure Event. For purposes of this section, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes, (d) labour strikes; (e) telecommunications, network, computer, server or Internet disruption or downtime; (f) unauthorised access to Phys-lates’s information technology systems by third parties; or (g) other causes beyond the reasonable control of Phys-lates.

26. Governing Law and Venue. These Terms and Your use of the Service are governed by the laws of England and Wales without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then You and Phys-lates agree to submit to the exclusive jurisdiction of the courts of England and Wales, for the purpose of litigating any dispute, and You hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United Kingdom and we make no representation that Materials included in the Service are appropriate or available for use in other locations.

27. Custom Development. If You engage us to develop an API and/or customise the Service, the terms of the Custom App Development Terms Schedule 2 (as set out below these terms) shall apply to such development and is incorporated herein by this reference.

28. General. These Terms, together with the Phys-lates Privacy Policy, Additional Terms and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between You and Phys-lates regarding Your use of the Service.  You may not assign or transfer these Terms or Your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, the “No Medical Advice” section, and Sections 1-3, 6, 7(c), 8-24 and 26-29, along with the Phys-lates Privacy Policy and any other accompanying agreements, will survive.

29. No Class Actions. To the fullest extent permitted under applicable law, the parties agree that they may bring claims against each other only in its individual capacity and not as a class member in any  purported class or representative proceeding, and each party waives the right to trial by jury if one exists.

30. Claims. To the fullest extent permitted under applicable law, no action arising out of, in connection with, or relating to these Terms shall be brought by You more than one (1) year after the accrual of the cause of action. This period shall not be extended for any reason, except by the written consent of both parties. All statutes or provisions of law which would toll or otherwise affect the running of the period of limitation are hereby waived, and no such statute or provision of law shall operate to extend the period limited in this paragraph, to the fullest extent permitted under applicable law.

31. Consent to Electronic Communications. By using the Service, You consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to You electronically will satisfy any legal communication requirements, including that those communications be in writing.

32. Contact Information. The Service is offered by Phys-lates. You may contact us by emailing us at support@Phys-lates.com, or writing to us at Bastion House, 6th Floor, 140 London Wall, London, England, EC2Y 5DN, United Kingdom.

SCHEDULE 1. DATA PROCESSING AGREEMENT

1.1. Data Protection Legislation shall mean “all applicable data protection and privacy legislation in force from time to time including without limitation the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679)); the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

1.2. Both You and Phys-lates will comply with the applicable requirements of Data Protection Legislation generally.

1.3. You shall retain control of the Customer Personal Data and undertake to Phys-lates that You have the legal right to disclose Customer Personal Data to Phys-lates and that You have provided the Data Subjects with all appropriate notices and obtained any necessary authorisations. You shall ensure that all individuals who provide written instructions are authorised to do so.  

1.4. Without prejudice to the generality of paragraph 1.4 above, Phys-lates shall, in relation to Your Personal Data:

  1.4.1. Process Your Personal Data only on Your written instructions. The scope, nature purpose and duration of the processing and Your Personal Data categories and Data Subject types are described in the below table “Data Processing Details”; keep Your Personal Data confidential and ensure Your personnel are subject to a duty of confidentiality;

  1.4.2. comply with Your reasonable instructions with respect to processing Your Personal Data;

  1.4.3. Not transfer Your Personal Data outside of the UK unless, in accordance with the Data Protection Legislation, Phys-lates ensures that;

    1.4.3.1. the transfer is to a country approved as providing an adequate level of protection for Your Personal Data; or

    1.4.3.2. there are appropriate safeguards in place for the transfer of Your Personal Data; or

    1.4.3.3. binding corporate rules are in place; or

  1.4.4. one of the derogations for specific situations applies to the transfer;

  1.4.5. assist You at Your own cost in responding to any data subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;

  1.4.6. notify You without undue delay and in any event within 48 hours, of becoming aware of a Personal Data Breach or communication which relates to Your or Phys-lates’s compliance with the Data Protection Legislation; and

  1.4.7. maintain complete and accurate records and information to demonstrate compliance with this Clause and allow for audits by You or Your designated auditor;

  1.4.8. inform You if, in its opinion, an instruction infringes Data Protection Legislation.

1.5 Phys-lates shall ensure that they have in place appropriate technical or organisational measures, to protect against unauthorised or unlawful processing of Your Personal Data and against accidental loss or destruction of, or damage to, Your Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

1.6 Phys-lates shall retain personal data in accordance with the terms of its Retention Policy which can be accessed via https://www.Phys-lates.com/data-retention-policy.

1.7 You undertake to inform Phys-lates of any changes to the email address You have provided during the provision of Services.  

1.8 You acknowledge and consent generally to the appointment by Phys-lates of third parties as sub-processors of Your Personal Data being processed under these Terms of Service. A current list of sub-processors can be found below in the table “Third Party Vendors (Subprocessors) that process data on behalf of Phys-lates”.

1.9 Phys-lates confirms that a) it shall impose on all sub-processors the same data protection obligations as set out in this clause and that b) it shall remain liable for the actions of its subprocessors.

1.10 Phys-lates shall give You notice of the appointment of any new sub-processors and provide You with full details of the processing to be undertaken by the sub-processor, thereby giving You the opportunity to object to such appointment. If Phys-lates so notifies You of any changes to sub-processors and You object to such changes, You will be entitled to terminate this Service (without liability for either party, and such termination will be deemed to be a no-fault termination) if You have reasonable grounds for objecting to such changes by reason of the changes causing or being likely to cause You to be in breach of the Data Protection Legislation.

1.11 The total aggregate liability of whatever nature, whether in contract, tort or otherwise, of Phys-lates for any losses whatsoever and howsoever caused arising from or in any way connected with this clause 1.11 shall be subject to the “Limitation of Liability” clause set out in Clause 23 of these Terms. Notwithstanding the foregoing, nothing in this clause will seek to limit either party’s liability which can not be legally limited, including (but not limited to) liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.  

1.12 You agree to indemnify, keep indemnified and defend at its own expense Phys-lates against all costs, claims, damages or expenses incurred by Phys-lates or for which Phys-lates may become liable due to any failure by You or Your employees, subcontractors or agents to comply with any of its obligations under these Terms of Service and/or the Data Protection Legislation, in particular any failure by You to comply with the provisions of Clause 1.4 above.

Data Processing Details

Subject matter, Nature and Purpose of processing The provision of the Services to the Customer.
Duration The duration of the Agreement.
Categories of Personal Data Name, gender, year of birth, telephone number (optional for patients), email address (optional for patients), government ID number (only for Swedish Customers) access code & exercise program, outcome measures, adherence data and messages feedback, IP address and timestamp of various user actions, Video call log, Video call audio, Diagnosis code, Custom exercise videos and images, App preferences E.g. preferred language,  IP address and timestamp of various user actions
Categories of Data Subjects Customer’s Patients who are End Users of the Platform

Third-party vendors (sub-processors) that process data on behalf of Phys-lates

    Sub- processor Controls in place Description
AdyenNetherlands GDPR-compliant, data processing agreement in place We use Adyen to process our payments. No client data is processed by Adyen.
AlgoliaFrance & USA GDPR-compliant, Data Processing Agreement with Standard Contractual Clauses in place We use Algolia to power our search of exercises. No practitioner or client data is processed by Algolia that could let Algolia identify practitioners or clients.
Amazon Web ServicesLuxemburg & USA GDPR-compliant, Data Processing Agreement with Standard Contractual Clauses in place Phys-lates owns and controls logical access to the infrastructure maintained or  by AWS, while AWS maintain the physical security of the servers, network and the data center. For data residency requirements, Phys-lates is segregated across different AWS regions.
Coconut.coFrance GDPR-compliant, based in EEA. Data Processing Agreement in place. We use Coconut to transcode all videos into web/mobile viewable formats. No patient information is sent to Coconut, but the videos sent to Coconut for encoding may contain videos that feature a client. Coconut automatically deletes all uploaded content after 24 hours.
CloudflareUSA GDPR-compliant, Data Processing Agreement with Standard Contractual Clauses in place We use Cloudflare for DNS and content distribution. Cloudflare uses enhanced privacy protocols for DNS over TLS and DNS over HTTPS which prevents data tracking by not linking DNS queries to your personal IP address (personal data) and limits record retention to 24 hours.
ChargebeeNetherlands, India, USA GDPR-compliant, data processing agreement in place, Standard Contractual Clauses in place We use Chargebee to help manage our subscription process and invoicing. Information sent to Chargebee includes the practitioner’s billing information such as name, email and payment method. No client data is sent to Chargebee. 
ChartmogulGermany GDPR-compliant. Data processing agreement in place. Data is processed in EU. We use Chartmogul to analyse revenue and subscription metrics so we can better understand how to evolve our platform and product offering.
HelpHeroNew Zealand GDPR-compliant, guarantee that all information sent to US sub-processors is appropriately protected, Data Processing Agreement in place We use HelpHero to show onboarding tours to practitioners in the demo version of Phys-lates, and to practitioners who have not yet added any clients. No practitioner or client data is processed by HelpHero.
HelpscoutUSA GDPR-compliant, Data Processing Agreement & Standard Contractual Clauses in place We use Helpscout to process customer support emails and display our online knowledge base (such as the one you are looking at).On the web version of Phys-lates, when a practitioner sends a message to Helpscout, Helpscout processes the IP address, name and email of the practitioner.  Both practitioners and clients have the possibility to send a support email to support@Phys-lates.com or support@physiapp.com which will be displayed to a qualified Phys-lates staff member.  We tightly control who has access to Helpscout, and require 2-factor authentication.
MailchimpUSA GDPR-compliant, Data Processing Agreement & Standard Contractual Clauses in place We use Mailchimp’s “Mandrill App” service to send transactional emails such as passwords and access codes. The recipient email and subject line are stored by Mailchimp, and the message body is only temporarily stored (max 1 hour) for debugging and troubleshooting purposes. Access to Mailchimp is strictly limited.
Google FirebaseUSA GDPR-compliant, Data Processing Agreement & Standard Contractual Clauses in place We use Google Firebase to detect whether a client or a practitioner is online and to generate single-sign on links for patients. No data is processed by Google Firebase which would allow a third party to identify who the parties are.
Google WorkspaceUSA GDPR-compliant, Data Processing Agreement & Standard Contractual Clauses in place We use Google Workspace to host our email. All @Phys-lates.com emails are processed by Google Workspace on behalf of Phys-lates.

Customer.ioUSA GDPR-compliant, data processing agreement in place We use Customer.io to send onboarding emails and newsletters to practitioners.The information that is sent to Customer.io is limited to the information that is required to properly identify the correct recipients of our various onboarding emails, and includes activity information such as name, email, the number of patients, number of assigned exercise programs, subscription information. No client data is processed by Customer.io.
Data DogIreland & USA GDPR-compliant, data processing agreement in place with Standard Contractual Clauses We use Data Dog to monitor and improve performance of our application and infrastructure. No names or emails are sent to Data Dog (this data is scrubbed before it is sent to Data Dog), and all data is destroyed after 15 days.
PipedriveEstonia GDPR-compliant, Data Processing Agreement in place We use Pipedrive to track our sales and enterprise support efforts. No patient data is sent to Pipedrive, and only strictly sales and billing-related customer data (e.g. account type, registration date, number of licenses in use) is processed by Pipedrive on our behalf.
SentryUSA GDPR-compliant, Data Processing Agreement & Standard Contractual Clauses in place We use Sentry to track errors in our application. No practitioner or client identifiable data is processed by Sentry, as this data is scrubbed before it gets sent.
SqreenUSA & France GDPR-compliant, data processing agreement in place We use Sqreen to detect security vulnerabilities and attacks. No practitioner or client identifiable data is processed by Sqreen, as this data is aliased before it gets sent.
TransifexGreece & USA GDPR-compliant We use Transifex to dynamically translate our marketing site. Transifex places cookies to remember which language you are viewing the Phys-lates marketing site in. No practitioner or client data is sent to Transifex.
TwilioUSA GDPR-compliant, data processing agreement with Standard Contractual Clauses in place We use Twilio to send access codes via SMS to clients and send various notifications via SMS to practitioners.
TypeformSpain GDPR-compliant, Data Processing Agreement in place We use Typeform to collect troubleshooting information from practitioners and their clients. No information is automatically sent to Typeform.
Dolby.ioUSA Data Processing Agreement with Standard Contractual Clauses in place. We use Dolby.io to help power our video calling functionality. Video streams are encrypted using AES-128 bit encryption or stronger.  Only the practitioner’s initials are processed by Dolby.io, as well as the practitioner’s and patient’s IP addresses.
PrograilsPoznan, Poland Strict confidentiality clauses in place, ISO 27001 certified Prograils is Phys-lates’s application developer and from time to time needs to access production databases to deploy new features, performance improvements and bug fixes.Prograils does not download and process store patient or practitioner information to their systems.
Chaos GearsWarsaw, Poland Strict confidentiality clauses in place, ISO 27001 certified Chaos Gears designs and manages Phys-lates’s AWS infrastructure and from time to time needs to access production servers and databases for performance and security enhancements.Chaos Gears does not download and process patient or practitioner information in their systems.

SCHEDULE 2. Custom App Development Terms Schedule (if applicable)

1.1. These Terms set forth the Parties’ mutual understanding relating to Vendor’s (Phys-lates´s) provision of Custom Development Services to the Customer and shall apply in conjunction with the terms set out in the main Terms of Service, or the body of the Software Service Agreement.

1.2. DEFINITIONS. All terms used in this Schedule shall have the meaning specified in the Agreement unless otherwise defined in this Schedule. For the purposes of this Schedule, the following terms are defined as follows.

“Custom Development Services” means the services provided by Vendor in connection with customising the Phys-lates API and/or the “look-and-feel” and/or workflows of the Platform, Patient Web and Mobile App, and/or Practitioner Mobile App for Customer, as mutually agreed by the Parties in writing.

“Deliverables” means the Phys-lates API, custom Platform, custom Patient Web and Mobile App, and/or custom Practitioner Mobile App conceived, made, or discovered, or generated in connection with the Custom Development Services performed by Vendor. Deliverables do not include Customer’s Pre-Existing IP or Third Party Materials provided by Customer for use in developing the Deliverables.

“Vendor IP” means the works (including websites, applications, databases, interfaces), derivative works, copyrightable notes, records, inventions, improvements, developments, discoveries, and trade secrets, materials and information (including all work flows, plans, notes, software and other documentation, source code, object code, agendas, diagrams, presentations, reports, scripts, logical data flow and analysis of the Platform, Phys-lates API, Patient Web and Mobile App, and/or Practitioner Mobile App) that are conceived, made, or discovered, or generated in connection with the Custom Development Services performed by Vendor. Deliverables do not include Customer’s Pre-Existing IP.

“Pre-Existing IP” means any materials, inventions, technology, or content that was developed by a Party prior to Customer engaging Vendor to perform any Custom Development Services under the Agreement.

“Third Party Materials” means any documentation, content, invention, technology, or other materials of any type that are not the sole property of a Party.

2. Obligations of the Parties.

  2.1. Vendor Obligations. Under the terms of this Schedule, Vendor agrees to provide Custom Development Services to Customer. Vendor will use personnel and subcontractors with the requisite skills, experience, training, and qualifications to perform the Custom Development Services.

  2.2. Customer Obligations.

    2.2.1.1. Customer shall promptly take any actions and provide all information requested by Vendor for Vendor to perform Vendor’s obligations under this Agreement, and any such provided information must be true and accurate. Vendor shall not be liable for any delay or breach of this Schedule or the Agreement caused directly or indirectly by a delay or failure by Customer to take any action or provide all information (or failure to provide accurate information) requested by Vendor.

    2.2.1.2. For the purposes of developing the Patient Web and Mobile App and/or Practitioner Mobile App on Apple iOS, Customer acknowledges that, due to Apple’s rules, Customer will be required to establish an Apple Developer Account (as defined at: https://developer.apple.com/programs/how-it-works/). Once the account is established, Customer will be required to invite Vendor to be the manager/administrator of its Apple Developer Account and/or App Store Connect Account on its behalf, for the purposes of developing, publishing and managing the custom Patient Web and Mobile App and/or custom Practitioner Mobile App in accordance with this Agreement. Customer and not Vendor is responsible for Customer’s compliance with any terms to which Customer has agreed with mobile app store providers, including Apple and Google.

3. Acceptance of Deliverables. A Deliverable will be deemed accepted upon the earlier of (a) Customer’s or Customer’s Authorised Users’ access or use of such Deliverable in a production environment, and (b) ten (10) days after the Deliverables are made available to Customer for use in a production environment. All access and use of the Deliverables in a production environment is permitted only subject to Section 7 and the terms of this Schedule and the Access License under the Agreement or another agreement as mutually agreed by the Parties.  Customer’s access and use of Deliverables in the testing environment is limited only to Customer personnel solely for the purposes of testing the Deliverables and for no other purpose and otherwise in accordance with the Agreement.

4. Intellectual Property.

  4.1. Ownership of the Deliverables. As between the Parties, Customer agrees that all Deliverables and each portion thereof shall be the sole and exclusive property of Vendor, except Vendor will not own Customer’s Pre-Existing IP or Third Party Materials provided by Customer that are incorporated into the Deliverables.  Customer shall not take any action that is inconsistent with Vendor’s sole ownership of Deliverables. For the avoidance of doubt, Customer will and hereby does irrevocably assign to Vendor all right (including any “moral rights”), title and interest in and to  the Deliverables and all related Intellectual Property Rights and all rights of action and claims for damages and benefits arising due to past and present infringement of said rights. In no circumstance shall a copyrightable aspect of the Deliverables be deemed to be a “work made for hire” (as defined in Section 101 of Title 17 of the United States Code, as amended).  The Parties do not intend Vendor to be a joint author of the Deliverables within the meaning of the U.S. Copyright Act of 1976, as amended, and that in no event will Vendor be deemed a joint author of such Deliverables. Nothing in this Agreement shall be construed to transfer any right, title, or interest to Customer the Deliverables or any Intellectual Property Rights therein. Customer disclaims any rights to the Deliverables or any Intellectual Property Rights therein, and will assert no claim (copyright, patent, or otherwise) to their use, development, and/or production. Customer may not access, use, resell, sell, license, sublicense, distribute, make available, rent, or lease the Deliverables or any Intellectual Property Rights therein for any purpose. Customer agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on the Deliverables. Customer shall undertake no action reasonably expected to interfere with or diminish the Intellectual Property Rights of Vendor or its third-party licensors.

  4.2. Further Assurances. During and after the Term, Customer shall, and shall ensure that all Customer personnel will, reasonably assist and cooperate with Vendor in all respects and shall execute documents and, subject to the reasonable availability of Customer and/or Customer personnel, will give testimony and take such further acts reasonably requested by Vendor (all at Vendor’s expense) to enable Vendor to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Deliverables.

  4.3. Attorney-in-Fact. In the event that Vendor is unable for any reason, after reasonable effort, to secure Customer’s signature on any document needed in connection with the actions specified in this Schedule, Customer hereby irrevocably designates and appoints Vendor and its duly authorised officers and agents as Customer’s agent and attorney-in-fact, to act for and on its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Schedule with the same legal force and effect as if executed by Customer.

  4.4. Third Party Materials and Pre Existing Intellectual Property.  Customer will not request that Vendor incorporate into, embody in, or provide with any Deliverable any Third Party Materials or Pre-Existing IP, unless Customer has obtained all third-party rights necessary to provide the license to Vendor as set forth in Section 4.5 of this Schedule below.  It is recognized and understood that Pre-Existing IP owned by each Party and existing as of the Effective Date are the separate property of each such Party, and are not affected by this Schedule or the Agreement, and each Party shall not have any claims or rights in such separate inventions or technologies of the other Party.

  4.5. License from Customer. Customer hereby grants Vendor a non-exclusive, royalty-free, worldwide, right and license (with the right to sublicense through multiple tiers) to make, have made, sell, use, import, export, execute, reproduce, distribute, modify, adapt, publicly display, publicly perform, make derivative works of, and disclose any Third Party Materials provided by Customer or Customer Pre-Existing IP requested by Customer for the purpose of Vendor providing the Custom Development Services. All use of Customer’s logo and other trademarks in connection with the Deliverables under this Agreement shall inure to the sole benefit of Customer.

  4.6. Branding. Vendor may label the Deliverables with Vendor’s logo and other trademarks, such as by including a “Powered by Phys-lates” phrase on the Deliverables in Vendor’s sole discretion. All use of Vendor’s logo and other trademarks in connection with the Deliverables under this Agreement shall inure to the sole benefit of Vendor.

5. Maintenance Services. The Maintenance Services provided under the Agreement for its term shall include the general maintenance of the custom Platform, custom Patient Web and Mobile App, custom Practitioner Mobile App, and/or Phys-lates API, as applicable.

6. Medical Disclaimer.

  6.1. No feature of the Service or any part or feature of it, including but not limited to a practitioner guided auto-intake feature, shall be configured in any way that would suggest that it is being used as a medical device, that is to detect disease or to offer diagnosis or prognosis; in particular: (i) it must not be configured to provide medical condition advice based on user-entered data and may only be configured to pass user-entered data on to a healthcare provider, including all the questions asked and all the user’s answers, such that the healthcare provider is fully responsible for providing medical condition advice to the user; and (ii) it must not be configured to offer filters or prioritisation of medical suggestions to the user – it may only be configured to make general recommendations to the user to seek further advice or to signpost the user suitable care e.g. “see your GP”, “go to A&E”.

  6.2. The Vendor does not warrant or represent the accuracy, completeness or suitability for the Customer’s intended use of any information or content, including without limitation, any medical or healthcare related information, advice or content including exercise programs and instructions (the “Content”), made available via the Services. The Customer is responsible for the use of any Content and should make its own enquiries to check if the Content is accurate, complete and suitable for its intended use.

7. Compliance. The Customer understands that certain portions of the Deliverables may be subject to regulatory compliance requirements and that no software change may be implemented in a production environment until it has passed Vendor’s validation process. The timeframe to resolve will depend not only on the issue itself, but also on the time required to perform an appropriate validation. The Parties agree that Vendor will not be responsible for delays resulting from a software change being assessed or updated in Vendor’s validation process.

8. Custom Development Specifications and Commercial Terms. Any specifics of any custom development services and customisations shall be agreed to by the Parties in separate written agreement. The commercial provisions for the initial development of the custom development services shall be agreed in separate agreement with Phys-lates, and without any such agreement the standard Custom App Development Fee of $5000 USD and Monthly Maintenance Fee of $500 shall apply. Additional fees will be charged for any customizations or other custom-work following the release of custom Platform, custom Patient Web and Mobile App, custom Practitioner Mobile App, and Phys-lates API for Customer’s use. The purchase of any Hosted Services Access License (for exercise prescription, education, outcomes analysis) is governed by written Agreement between Phys-lates and the Customer, or else the Standard Terms of Service shall apply to the provision of any services.

Last Updated: July 2022