This Research License Agreement (“RLA”) is a binding agreement between you (“End User” or “you”) and Orpheus Mind Technologies Limited (“Orpheus”, “we”, “us” or “our”). This RLA governs your research use of the Orpheus Mobile Application (including all related documentation) (the “App”) and the self-help and hypnotherapeutic audio and/or video tracks (the “Tracks”) made accessible by us via the App or otherwise. The App and the Tracks are licensed, not sold, to you.
By clicking the “agree” button, you (a) acknowledge that you have read and understand this RLA; (b) represent that you will use the App and the Tracks for research purposes only; and (c) accept this RLA and agree that you are legally bound by its terms. If you do not agree to these terms, do not use the App or the Tracks and delete them from your device.
1. LICENCE GRANT
Subject to the terms of this RLA, we grant you and your research team a limited, non-exclusive, and non-transferable license (“Licence”) to:
1.1 download, install, and use the App for non-commercial research use on your or your organisation’s mobile, tablet device, or computer owned or otherwise controlled by you or your organisation (“Device”); and
1.2 access, stream, download, and use the Tracks which are accessible through the App on such Device, in each case strictly in accordance with this RLA. Please note that you may only use the App on one Device at a time and once you access the App on one device you will automatically be logged out of the App on other Devices.
2. PAYMENT AND RESEARCH TERM
2.1 The Licence to use the App will commence once you have downloaded the App for free onto your Device.
2.2 The Licence to use the Tracks will commence:
2.2.1 once you have paid the appropriate fee (if any) (“Fee”) via one of the payment methods referred to in this clause 2 and have entered into a subscription with us for research access to the Tracks; or
2.2.2 if no fee is payable, once you start using the Tracks,
(in each case, your “Subscription”).
2.3 If a Fee is payable we shall provide you or your institute (as may be separately agreed) with an invoice for the agreed fees. Such invoice must be paid within 30 days of issue and if not so paid we may immediately terminate this RLA in accordance with clause 12.
2.4 The Licence to use the App and the Tracks will continue until the earlier of:
2.4.1 publication of the outcome of your research;
2.4.2 completion of the relevant trial
(the “Research Period”).
2.5 The Licence to use the App and the Tracks will automatically end at the end of the Research Period, unless otherwise terminated by either of us in accordance with clause 12.
3. USE OF THE APP
3.1 You use the App at your own discretion and you accept full and sole liability for its use.
3.2 The App and its contents are licensed to you for research purposes only and it should not be regarded as a substitute for any advice, diagnosis, recommendations, treatments or decisions from licenced medical practitioners for either yourself or anyone else involved in the research. No claim is made with regard to any results that might reasonably be expected, nor is any warranty implied by us in respect of the same.
4. LICENCE RESTRICTIONS
4.1 Following payment of the Fee (if applicable), you will be granted the Licence for the Research Period. Upon entering into the Licence, you shall not without our prior written consent:
4.1.1 copy or reproduce the App or the Tracks or any part of them;
4.1.2 modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App or the Tracks;
4.1.3 reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or the Tracks or any part thereof;
4.1.4 remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App or the Tracks, including any copy thereof;
4.1.5 rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App or the Tracks, or any features or functionality of the App or the Tracks, to any third party for any reason, including by making the App or the Tracks available on a network where it is capable of being accessed by more than one device at any time; or
4.1.6 remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the App or the Tracks.
4.2 We grant you the Licence personally and therefore you may not transfer the Licence to someone else (other than to a member of your research team), whether for money, for anything else, or for free. If you sell the Device on which the App is installed and/or any Tracks are stored, you must remove the App from it.
5.1 In order to ensure that all research is undertaken in an efficient and collaborative manner, Orpheus shall assign a designated employee or employees (“Representatives”) as liaison with you to deal with any questions, queries, support, technical issues or other matters that may arise during the Research Period. You agree to regularly meet with such Representatives during the Research Period and to keep them updated as to how your research is progressing and to obtain their input where relevant.
5.2 If you seek to publish any information (including any results or data) generated in connection with the research using or utilising the App and/or the Tracks (“Research”) that refers or relates to any aspect of the App and/or the Tracks, you shall provide to us copies of any intended publication or other public disclosure (including any presentation or oral disclosure made with or without obligation of confidentiality) by you or on your behalf that incorporates any information concerning the App and/or the Tracks or which includes our confidential information at least 20 business days before submission for publication or public disclosure. No later than 10 business days after we receive the proposed publication or public disclosure, we shall return to you the intended publication or disclosure with notice of any proposed changes or other measures aimed at ensuring confidentiality of any of our confidential information is maintained.
5.3 Upon receipt of such notice you shall take all actions reasonably requested by us in such notice.
5.4 You shall ensure that any publication, including any manuscript or presentation, of any results of the Research that is made or permitted by you or on your behalf includes an acknowledgement of us as the source of the App and/or Tracks and/or recognition of the contributions (including the provisions of the App and/or Tracks) made by us either through authorship or acknowledgement (in a format reasonably acceptable to us), as may be appropriate.
6. COLLECTION AND USE OF YOUR INFORMATION
7. OPERATING SYSTEM REQUIREMENTS
7.1 The App requires your Device to have the following requirements:
7.1.1 one of the following mobile device browsers: iOS Safari 10+, Android Browser 4.4+; or Chrome for Android 7.8+;
7.1.2 an internet connection; and
7.1.3 sufficient memory on the Device to enable the download of Tracks for offline use, if desired.
7.2 Your ability to use the App and/or the Tracks may be affected if your Device or computer does not meet the requirements set out in clause 7.1.
8. INTELLECTUAL PROPERTY RIGHTS
The following definition applies to this clause:
“Intellectual Property Rights” means copyright, rights related to copyright such as moral rights and performers rights, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature wherever in the world arising and, in each case:
a) whether registered or not;
b) including any applications to protect or register such rights;
c) including all renewals and extensions of such rights or applications;
d) whether vested, contingent or future; and
e) wherever existing.
8.1 Nothing in this RLA or as a result of your downloading of the App and access to the Tracks, shall result in you acquiring in any way any title, rights of ownership of any Intellectual Property Rights of whatever nature belonging to us relating to the App or the Tracks.
8.2 You acknowledge and confirm that ownership of all Intellectual Property Rights in the App and Tracks vests in and under our control and that without our express written permission, no licences or rights are granted to you in respect of such rights other than as expressly set out in this RLA.
8.3 Notwithstanding anything else in this RLA, any Intellectual Property Rights in the Research or that arise out of or in respect of your use of the App and/or Tracks and in respect of the Research shall belong to us and you hereby agree to undertake all actions as we may reasonably require (including executing, or procuring the execution of, appropriate assignments of such Intellectual Property Rights and waivers of any relevant moral rights) to vest title in and to such Intellectual Property Rights in us.
9. GEOGRAPHIC RESTRICTIONS
We are based in the United Kingdom and the App is provided for access and use only by persons located in countries where English is the official designated first language in accordance with those countries’ local laws (“Territories”). You acknowledge that you may not be able to access the App and the Tracks outside of the Territories and that access thereto may not be legal by certain persons or in certain countries. If you access the App from outside the Territories, you are responsible for compliance with local laws.
10.1 We may from time to time in our sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either:
10.1.1 the App will automatically download and install all available Updates; or
10.1.2 you may receive notice of or be prompted to download and install available Updates.
10.2 You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate, and we shall have no liability to you, should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms contained within this RLA.
11. THIRD-PARTY MATERIALS
The App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that we are not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
12. TERM AND TERMINATION
12.1 The Licence to use the App and the Tracks commences when this Agreement is signed by both of us and will continue in effect for the Research Period or until terminated by you or us as set forth in this clause 12.
12.2 Should you violate any of the terms and conditions of this RLA (including the requirement to pay our invoice under clause 2.3), this RLA will terminate immediately and automatically without any notice.
12.3 If you wish to cancel or terminate this RLA you can give us notification at any time during the Research Period and your subscription shall cease once we receive such notification. For the avoidance of any doubt, if any Fees have been agreed to be due and payable, no refund or reduction of any Fees shall be paid if you terminate this agreement before the end of the Research Period.
12.4 Upon termination pursuant to clauses 12.2 and 12.3, all rights granted to you under this RLA will also terminate.
12.5 Termination will not limit any of our rights or remedies at law or in equity.
13.1 You understand and acknowledge that the App and the Tracks are provided to you for research purposes and on a “as is” basis without any representations or warranties of any kind, expressed or implied.
13.2 To the fullest extent permitted by law, any warranties, representations, conditions and other terms implied by statute or common law are excluded from this RLA except as expressly provided in this RLA.
13.3 Without limiting the effect of clause 13.2:
13.3.1 the conditions implied by sections 3, 4 and 5 of the Supply of Goods & Services Act 1982 are, to the fullest extent, permitted by law excluded from this RLA; and
13.3.2 we expressly disclaim any express or implied warranties:
a) of merchantability or fitness for a particular purpose;
b) that the use of the App and/or Tracks will not infringe any Intellectual Property Rights or other proprietary rights of any third party; or
c) that the App and/or Tracks are viable or safe.
14.1 If you consider the App and/or the Tracks to be faulty, please contact us using the contact details contained within the App and we will look into this for you. Depending on the nature of the fault, we may undertake the following:
14.1.1 repair the App and/or the Tracks;
14.1.2 give you a Fee reduction; or
14.1.3 provide you with a refund.
14.2 To avoid faults in the App and/or the Tracks you must:
14.2.1 install any fixes, updates, and new versions of the App as soon as reasonably possible after we tell you that they are available to be downloaded; and
14.2.2 use the App only on suitable third party software and equipment.
15. LIMITATION OF LIABILITY
Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for any losses which you suffer or arise out of your use of the App and/or the Tracks.
You agree to indemnify, defend, and hold harmless us and our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, arising from or relating to your misuse of the App or your breach of this RLA.
17. CHANGES TO THESE TERMS
17.1 We may need to change these terms to reflect changes in law, best practice, to deal with additional features which we introduce or to reflect changes in how we operate the App following customer feedback.
17.2 We will give you at least 30 days’ notice of any change notifying you of a change when you next start the App.
17.3 If you do not accept the notified changes you will not be permitted to continue to use the App.
If any provision of this RLA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this RLA will continue in full force and effect.
19. GOVERNING LAW
This RLA and any dispute or claim arising out of, or in connection with, it, its subject matter or formation shall be governed by, and construed in accordance with, the laws of England and Wales.
20. ENTIRE RLA
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this RLA and any applicable purchase or other terms, the terms of this RLA shall govern.