Altra Health Ltd Terms of Service

Welcome to Altra

This End User License Agreement and Terms of Service (this “EULA”) is a binding contract between you, an individual user (“you”) and Altra Health Limited, trading as Altra (“Altra,” “we,” “us” or “our”) governing your use of the web and mobile software applications that Altra makes available on the web and for download (individually and collectively, the “App”), the related website located at www.helloaltra.com and https://app.altra.ie and any other online properties owned or controlled by or on behalf of Altra (collectively with the App, the “Service”). BY INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, THEN YOU SHOULD NOT USE THE SERVICE.

Material Terms : As provided in greater detail in this EULA (and without limiting the express language of this EULA), you acknowledge the following:

1. General Terms and Conditions

a. Changes to this EULA. You understand and agree that we may change this EULA at any time without prior notice. The revised EULA will become effective at the time of posting unless specified otherwise. Any use of the Service after the effective date will constitute your acceptance of such revised EULA. If you find any change to this EULA or the Service unacceptable, then your sole remedy is to stop accessing, browsing, and otherwise using the Service.

b. Privacy Policy. Your access to and use of the Service is also subject to Altra’s Privacy Policy, the terms and conditions of which are incorporated herein by reference.

c. Governing Law. Laws of Ireland.

d. Eligibility. The service is not for persons under the age of 13 or for any users previously suspended or removed from the service by Altra. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By accessing or using the Service, you affirm that either you are at least 18 years of age or you have been authorized to use the Service by your parent or legal guardian who is at least 18 years of age.

e. Protecting your personal data. Altra’s Data Protection and Data Security policy can be found at: https://www.helloaltra.com/data-security.

2. The Service

a. Description. The Service provides nursing homes, care homes and aged care facilities (“aged care facilities”) with a private family engagement app to connect residents, families and caregivers. Altra’s Wellbeing Hub (“the Wellbeing Hub”) provides service users in aged care facilities with high quality video, audio, interactive and downloadable material of fitness, strength and stretch routines, foundational moves, information about wellness and other activity related content.

b. Mobile Services. The Service will be accessible via a laptop, computer mobile phone, tablet, or other wireless device (collectively, “ Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you.

3. Registration

a. Log-In Credentials. While you may always browse the public-facing portions of the Service without registering with us, in order to enjoy the full benefits of the Service, you must register an account with us or be invited by an aged care facility (an “Account”).

b. Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You may not share the credentials for your Account with any third party. You agree to notify Altra immediately at [email protected] if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. Altra will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Altra of such unauthorized use or loss of your credentials.

c. Accuracy of Information. When creating an Account, you will provide true, accurate, current, and complete information to Altra. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this EULA, cause damage to or impair the Service, infringe or violate any third party rights, damage or bring into disrepute the reputation of Altra, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then Altra may terminate your Account immediately without notice and without any liability.

4. Subscriptions and Payment

a. Initial Subscription Payment. To enjoy the full benefits of the Service, an aged care facility must purchase a subscription to the Service. You will be charged the stated subscription fee and any applicable taxes and service fees upon enrollment, unless your membership starts with a free trial, as detailed below.

b. Free Trials. If your Altra subscription starts with a free trial period, the duration of which is specified during enrollment, WE WILL BILL YOUR DESIGNATED PAYMENT METHOD FOR THE SUBSCRIPTION FEE AT THE END OF THE FREE TRIAL PERIOD, unless you cancel prior to the end of the free trial period. By providing your payment details when enrolling in the free trial, you agree that Altra may charge the subscription fee to your designated payment method upon conclusion of the free trial period. Free trials are only available to first-time subscribers. Altra reserves the right, in its sole discretion, to determine your free trial eligibility.

c. Automatically Renewable Subscriptions. By purchasing a subscription to the Service, you agree that, upon expiration of the initial subscription term, your subscription will automatically renew for successive periods of the same duration as the initial subscription unless and until you cancel your subscription.

d. Cancellation. You may cancel your subscription to the Service at any time, after which Altra will not automatically renew your subscription.

e. Recurring Charges. YOU AUTHORIZE ALTRA TO CHARGE YOUR ACCOUNT USING THE PAYMENT METHOD ON FILE FOR YOU TO PAY FOR ANY RENEWAL SUBSCRIPTION. You will be billed for the same subscription plan (or the most similar subscription plan, if your prior plan is no longer available) at the then-current applicable subscription price plus any applicable taxes. We will process payment for any renewal subscription using the same billing cycle as your current subscription. Additional terms and conditions may apply upon renewal, and subscription fees may change at any time, to the fullest extent permitted under applicable law.

f. Refund Policy. Altra has a no refund policy.

5. Intellectual Property Rights

a. License. Subject to your complete and ongoing compliance with this Agreement, Altra hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service solely for your personal, non-commercial use. Altra reserves all rights not expressly granted to you.

b. Content. Except for User Content, the content that Altra provides to end users on or through the Service, including without limitation, any content (including all programming available through the Wellbeing Hub), text, graphics, photos, software, sound recordings (and the musical works embodied therein), and interactive features, may be protected by copyright or other intellectual property rights and owned by Altra or its third party licensors (collectively, the “Altra Content”). You may not copy, reproduce, upload, republish, broadcast, transmit, retransmit, Post, modify, create derivative works of, publicly perform, publicly display, use for commercial purpose or distribute any materials from the Service without prior express written permission of the owner of such material or as permitted by the Service’s intended functionalities. Your use of Altra Content must be in compliance with applicable law. Altra reserves all rights on the part of its licensors; users are not permitted to infringe the rights of the copyright owners of the sound recordings included on the Service or any musical works embodied therein (collectively “Music”). Altra Content is offered for individual use only by a single user per Account and users are not granted any commercial, sale, resale, reproduction, distribution or promotional use rights for the Music used with any Altra Content. The unauthorized reproduction or distribution of the Music is expressly prohibited any may violated applicable law and subject you to liability for copyright infringement.

c. Marks. Altra trademarks, service marks, and logos (the “ Altra Trademarks”) used and displayed on the Service are Altra’s registered and unregistered trademarks or service marks. You may not use any Trademarks as part of a link to or from the Service without Altra’s prior express written consent. You may not remove any Trademarks identifying the ownership or origin of any Altra Content. All goodwill generated from the use of any Altra Trademark will inure solely to Altra’s benefit.

6. User Content

a. Definition. “User Content” means any content that users upload, post or transmit (collectively, “Post”) to or through the Service including, without limitation, any text, comments, video, pictures, voice notes and other works subject to protection under the laws of Ireland or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws, and excludes any and all Altra Content.

b. Screening User Content. Altra offers end users the ability to submit User Content to or transmit User Content through the Service. Altra does not pre-screen any User Content, but reserves the right to remove, disallow, block, or delete any User Content in its sole discretion. Altra does not guarantee the accuracy, integrity, appropriateness, availability, or quality of any User Content, and under no circumstances will Altra be liable in any way for any User Content.

c. Licenses to User Content. While you retain ownership of any rights you may have in your User Content, you hereby grant Altra an unrestricted, assignable, sublicensable, revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from External Sites, and otherwise exploit and use (collectively, “ Use”) all or any part of all User Content you Post to or through the Service by any means and through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing, and promoting Altra and the Service; (ii) displaying and sharing your User Content to other users of the Service; and (iii) providing the Service as authorized by this EULA. You further grant Altra a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content. Any User Content posted by you to or through the Service or transmitted to Altra will be considered non-confidential and non-proprietary, and treated as such by Altra, and may be used by Altra in accordance with this EULA without notice to you and without any liability to Altra.

d. You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the User Content Posted by you on or through the Service or otherwise have the right to grant the license set forth in this EULA; (ii) the Posting and Use of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the Posting of your User Content on the Service will not require us to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties; and (iv) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of your Posting your User Content on the Service.

e. Waiver of Rights to User Content. By Posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain, or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Service.

f. Objectionable Content. You agree not to Post any User Content to the Service that is or could be interpreted to be (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, vulgar, or in violation of any applicable laws (including laws related to speech); or (ii) promoting any product, good, or service, or bigotry, discrimination, hatred, intolerance, racism, or inciting violence (including suicide) (collectively, “Objectionable Content”). The Posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in this EULA may be raised as a defense against such third party claims. If you encounter any Objectionable Content on the Service, then please immediately email [email protected]. Altra in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content on the Service.

7. Restrictions on Use of the Service

a. In addition to any other restrictions set forth in this EULA, and without limiting those restrictions, when using the Service, you agree not to: make unauthorized copies or derivative works of any content made available on or through the Service (including making more than one copy on any devices owned, controlled or in possession of any User and only as permitted by the functionality of the Service); use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service; attempt to decipher, decompile, disassemble, or reverse engineer any of the software or source code comprising or making up the Service; delete or alter any material Altra or any other person or entity Posts on the Service; frame or link to any of the materials or information available on the Service; alter, deface, mutilate, or otherwise bypass any approved software through which the Service is made available; use any trademarks, service marks, design marks, logos, photographs, or other content belonging to Altra or obtained from the Service; provide any false personal information to Altra; create a new account with Altra, without Altra’s express written consent, if Altra has previously disabled an account of yours; solicit or collect personal information from other Users; disclose personal information about a third person on the Service or obtained from the Service without the consent of that person; use the Service to send emails or other communications to persons who have requested that you not send them communications; use the Service, without Altra’s express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming; or violate any applicable laws or regulations or the terms of this EULA.

8. External Sites

The Service may contain links to, or the ability to share information with, third party websites (“External Sites”). Altra does not endorse any External Sites or the content made available on such External Sites. Altra is not responsible for the content of any External Sites and does not make any representations regarding the content or accuracy of any materials on such External Sites. You agree that Altra will have no liability to you arising from your use, engagement, exposure to, or interaction with any External Sites.

9. Feedback

While we are continually working to develop and evaluate our own product ideas and features, we know we don’t have all the answers. We therefore welcome your feedback, comments, and suggestions. If you choose to contribute by sending Altra any ideas (“Feedback”), then regardless of what your accompanying communication may say, the following terms will apply. Accordingly, by sending Feedback to Altra, you agree that: a. Altra has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason; b. Feedback is provided on a non-confidential basis, and Altra is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and c. You irrevocably grant Altra perpetual and unlimited permission to Use the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.

10. Health Disclaimer

Physical exercise, in all its forms, including but not limited to weightlifting, cardiovascular exercises of any kind, dance, walking, stretching, and running, and with or without the use of equipment such as weights or any other equipment that may be suggested by a Altra instructor, is a strenuous physical exercise and poses the risk of injury or physical or mental exhaustion. Accordingly, you are urged and advised to seek the advice of a physician before beginning any physical exercise, regimen, routine, and/or programme and use any suggested equipment, shown in any of the video clips on the Wellbeing Hub. Altra is not a medical organization and our instructors or staff cannot give you medical advice or diagnosis. All suggestions and or comments relating to the use of equipment, poses, moves and instruction are not required to be performed by you and are carried out at your election while viewing Altra videos. Nothing contained in this Wellbeing Hub should be construed as any form of such medical advice or diagnosis. By using our site you represent that you understand that the practice of physical exercise involves strenuous physical movement and that such practice carries the risk of injury whether physical or mental. You understand that it is your responsibility to judge your physical and mental capabilities for practicing physical exercise. It is your responsibility to ensure that by participating in classes and activities from Altra, you will not exceed your limits in the practice of physical exercise, and you will select the appropriate level of classes for your skills and abilities, as well as for any mental or physical conditions and/or limitations you have. You understand that, from time to time instructors may suggest physical adjustments, movements or modifications or the use of equipment and it is your sole responsibility to determine if any such suggested adjustment, movement or modification or equipment is appropriate for your level of ability and physical and mental condition. You expressly waive and release any claim that you may have at any time for injury of any kind against Altra, or any person or entity involved with Altra, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.

11. Limitation of Liability and Disclaimer of Warranties

a. ALTRA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “ ALTRA PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE. THE Altra PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO ANY USER, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. AS A USER, YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT THEREON AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT YOU UPLOAD TO THE SERVICE.

b. THE ALTRA PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO ALTRA PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.

c. THE SERVICE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, THE Altra PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

d. IN NO EVENT WILL ANY ALTRA PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH Altra PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALTRA’S LIABILITY, AND THE LIABILITY OF ANY OTHER ALTRA PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF THE FEES YOU HAVE PAID US AND €100.

12. Third Party Disputes

a. To the fullest extent permitted by law, any dispute you have with any third party arising out of your use of the service, including, by way of example and not limitation, any carrier, copyright owner, or other user, is directly between you and such third party, and you irrevocably release the Altra parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

b. The owners of any content licensed to Altra for use on the Service are intended beneficiaries of this EULA and shall have the right to enforce this EULA against you for any unauthorized use of their content in any court of competent jurisdiction.

13. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Altra Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of this EULA; (b) your access to, use, or misuse of Altra Content or the Service; or (c) your User Content. Altra will provide notice to you of any such claim, suit, or proceeding. Altra reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting Altra’s defense of such matter at your expense.

14. Term and Termination of the EULA

a. Term. As between you and Altra, the Term of this EULA commences as of your first use of the Service and continues until the termination of this EULA by either you or Altra.

b. Termination. You may terminate this EULA by sending written notification to Altra at [email protected], deleting the App from your mobile device, and terminating all other uses of the Service. Altra reserves the right, in its sole discretion, to restrict, suspend, or terminate this EULA and your access to all or any part of the Service at any time without prior notice or liability if you breach any provision of this EULA. Altra may further terminate this EULA for any other reason upon ten (10) days’ notice to you using the email address associated with your account credentials. Altra reserves the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability.

c. Sections 1, 3.b, 5.b, 5.c, 6.d, 6.e, 6.f, 7, 9-18 and all defined terms used therein will survive the termination of this EULA indefinitely.

15. Consent to Electronic Communications

By using the Service, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices.

16. Miscellaneous

This EULA is governed by the substantive laws of Ireland without respect to its conflict of law provisions. You expressly agree to submit to the exclusive personal jurisdiction of the courts sitting in Ireland. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Altra as a result of this EULA or use of the Service. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied, or other relationship is created between you and Altra other than pursuant to this EULA. If any provision of this EULA is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this EULA, which will remain in full force and effect. Failure of Altra to act on or enforce any provision of this EULA will not be construed as a waiver of that provision or any other provision in this EULA. No waiver will be effective against Altra unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Altra and you, this EULA constitutes the entire agreement between you and Altra with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein. The Section headings are provided merely for convenience and will not be given any legal import. This EULA will insure to the benefit of our successors and assigns. You may not assign this EULA or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of Altra. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App and any Altra Content from your device prior to such disposition. Altra may assign this EULA, including all its rights hereunder, without restriction.

17. Contact Us

You may contact us in connection with your use of the Service by email at [email protected].

18. Open Source Software

The Web App and App contains certain open source software. Each item of open source software is subject to its own applicable license terms.