Terms of Use

1. Introduction

These Terms of Use (“Terms”) set out the basis on which you may access and use the websites, applications and online services provided by Manorath LLC (trading as “Consenta”) (“Consenta”, “we”, “us”, “our”) (together, the “Services”).

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Services.

If you are using the Services on behalf of an organisation, you confirm that you are authorised to accept these Terms on its behalf, and that organisation accepts responsibility for your use of the Services.

2. Other applicable terms

The following additional documents form part of these Terms and apply to your use of the Services:

• Our Privacy Policy, which explains how we collect, use and protect personal data.
• Our Cookie Policy, which explains how we use cookies and similar technologies.
• Any order form, subscription agreement or master services agreement entered into between Consenta and your organisation (where applicable).

In the event of any conflict between these Terms and a signed written agreement between Consenta and your organisation, the signed agreement will prevail to the extent of the conflict.

3. Eligibility and account registration

To use certain features of the Services, you may be required to create an account and provide accurate, current and complete information. You agree to:

• Keep your account details and contact information up to date.
• Keep your login credentials confidential and not share them with any unauthorised person.
• Notify us promptly if you become aware of any unauthorised use of your account or security breach.

You are responsible for all activities that occur under your account, unless we are at fault.

4. Description of the Services

Consenta is a technology platform that provides consent management, data anonymisation and data aggregation services to organisations that handle clinical, health-related and lifestyle information.

The Services may include tools to:

• Capture, manage and evidence individuals' consents and permissions for data use.
• Apply privacy-enhancing techniques such as pseudonymisation or anonymisation.
• Support compliant reuse of data for purposes such as care delivery, operations, analytics and research.

The specific features and functionality available to you may depend on your role, your organisation's subscription and any applicable agreement with Consenta. We may update or modify the Services from time to time, for example to improve performance, enhance security or add new features.

5. Your responsibilities

You agree that you will:

• Use the Services only in accordance with these Terms, any applicable agreement between Consenta and your organisation, and all applicable laws and regulations.
• Ensure that any information you provide via the Services is accurate and lawful to provide.
• Obtain and maintain any consents, notices or legal bases required under applicable law for your use of data in the Services, where you are responsible for doing so.
• Not use the Services in any way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users.

If you are an administrator for your organisation, you are responsible for managing your users' access to the Services and ensuring that they comply with these Terms.

6. Acceptable use

You must not:

• Use the Services for any unlawful, fraudulent, harmful or abusive purpose.
• Attempt to gain unauthorised access to any part of the Services, accounts, systems or networks.
• Introduce any viruses, malware or other harmful code into the Services.
• Copy, modify, adapt, translate, reverse engineer, decompile or disassemble any part of the Services, except to the extent that such restrictions are expressly prohibited by law.
• Remove or obscure any proprietary notices or labels on the Services.
• Use the Services to send unsolicited or unauthorised advertising, promotional material or spam.

We reserve the right to suspend or terminate access to the Services if we reasonably believe that you have breached this section or otherwise misused the Services.

7. Customer data and privacy

Between you, your organisation and Consenta, you and/or your organisation remain responsible for the content and accuracy of any data, including personal data, that is provided to or processed through the Services (“Customer Data”).

You confirm that you and/or your organisation have all necessary rights and permissions to submit Customer Data to the Services and to instruct us to process it for the purposes of providing the Services.

Our handling of personal data is described in our Privacy Policy and in any data processing agreement or business associate agreement (if applicable) between Consenta and your organisation. You must ensure that data subjects are provided with appropriate privacy information and that any required consents or other legal bases for processing are in place.

8. Intellectual property rights

All intellectual property rights in and to the Services (including software, user interfaces, algorithms, documentation, designs, logos and content provided by us) are owned by or licensed to Consenta.

Except as expressly stated in these Terms or in an applicable agreement, you are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes or as otherwise permitted by Consenta.

You must not use any trade marks, trade names or logos of Consenta without our prior written permission.

You retain all rights in any Customer Data that you or your organisation provide to the Services. By submitting Customer Data, you grant Consenta a non-exclusive, worldwide licence to use, host, copy, store, transmit and display that data as necessary to provide and improve the Services, comply with law, and fulfil our obligations under any applicable agreement.

9. Third-party services

The Services may contain links to, or integrate with, third-party websites, services or content that are not under our control. We are not responsible for the content, policies or practices of any third-party services.

Your use of third-party services is subject to the terms and policies of those third parties, and you should review them carefully.

10. Service availability and changes

We aim to provide a reliable and secure service, but we do not guarantee that the Services will be available at all times, free from errors or interruptions, or that they will meet your specific requirements.

We may:

• Modify, update or discontinue parts of the Services from time to time.
• Perform maintenance that may temporarily affect availability.

Where reasonably possible, we will provide notice of significant changes or scheduled maintenance likely to affect availability.

11. Suspension and termination

We may suspend or terminate your access to the Services (or any part of them) if:

• You materially breach these Terms or any applicable agreement and, where capable of remedy, fail to remedy the breach within a reasonable period after being notified.
• We are required to do so by law or by a competent authority.
• There is a security issue, suspected misuse or other risk that, in our reasonable opinion, justifies suspension to protect the Services or other users.

On termination:

• Your right to access and use the Services will cease.
• We may disable or delete your account in accordance with our internal policies and any applicable agreements.
• Termination does not affect any rights or obligations that have accrued up to the date of termination.

12. Disclaimers

To the fullest extent permitted by law, the Services are provided on an “as is” and “as available” basis and we do not make any warranties or representations, express or implied, about the Services, including as to their accuracy, completeness, reliability, suitability or fitness for a particular purpose.

We do not warrant that the Services will be uninterrupted, error-free, secure or free from viruses or other harmful components.

Nothing in these Terms excludes any warranty or other right that cannot be excluded under applicable law.

13. Limitation of liability

Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by negligence.
• Fraud or fraudulent misrepresentation.
• Any other liability that cannot be excluded or limited under applicable law.

Subject to the above, and to any different limits agreed in a separate signed contract with your organisation:

We will not be liable for any indirect, consequential or special loss, or for any loss of profit, revenue, goodwill, data or business opportunity, arising out of or in connection with your use of (or inability to use) the Services.

Our total aggregate liability arising out of or in connection with the Services and these Terms, whether in contract, tort (including negligence) or otherwise, will be limited to the greater of: (a) the amount you have paid to us for access to the Services in the twelve (12) months prior to the event giving rise to the claim; or (b) £10,000 (or such other amount as you agree in your contracts).

14. Indemnity

If you are using the Services on behalf of an organisation, you agree that your organisation will indemnify and hold harmless Consenta and its officers, employees and agents from and against any claims, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• Your or your organisation's breach of these Terms or any applicable law.
• Any Customer Data or other content you or your organisation submit to the Services that infringes or misappropriates any third-party rights or is otherwise unlawful.

15. Changes to these Terms

We may update these Terms from time to time, for example to reflect changes to the Services, legal requirements or business needs. When we do, we will post the updated Terms and update the “Last updated” date at the top.

If you continue to use the Services after the updated Terms become effective, you will be deemed to have accepted the changes. If you do not agree to the updated Terms, you must stop using the Services.

16. Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of England and Wales (unless otherwise agreed in a signed contract).

The courts of England and Wales will have exclusive jurisdiction to settle any such dispute or claim, except that we may seek injunctive or equitable relief in any jurisdiction to protect our intellectual property or confidential information.

17. Contact us

If you have any questions about these Terms, please contact us at: Info@Consenta-global.com