Terms of Service

Please Read These Terms Carefully. You will be asked to accept these terms when you first use the App, whether you download it or access it via a link or web browser. If you do not agree to these terms, do not access or use the app.

1. Who We Are

Nmible Health, Inc. and its affiliates, including Nmible Limited (together “Nmible”, “we”, “us” or “our”) deliver payment technology and services to life sciences. The app you are using may show the name and logo of the organisation running your study or life science event. The technology behind it, and the payments you receive through it, are facilitated by Nmible through its regulated payment partners. These terms (along with our current Privacy Policy and, where applicable, any relevant app store terms) apply to your use of our technology and payment services (together, the “Service”). They form a legally binding agreement between you and us.

In these terms, a “life science event” means a clinical trial, study, meeting, event or other research or health programme run by the organisation that invited you to take part.

We license you to use:

• The Nmible application software and any updates or supplements to it (the “App”), whether accessed as a native mobile application or as a progressive web app via a web browser; and
• The payment services you access via the App or Service, as permitted in these terms.

2. How You Can Access The App And Service

The App and Service are provided in the following forms, depending on your project's configuration:

• Native mobile application: available via the Apple App Store or Google Play. Accessing the App through these stores means the relevant store's terms also apply, and take precedence over these terms in the event of conflict.
  • Apple App Store terms: https://www.apple.com/legal/internet-services/itunes/
  • Google Play terms: https://play.google.com/intl/en_uk/about/play-terms/index.html
• Progressive web app (PWA): available via a link or web browser. No app store terms apply; all other provisions of these terms apply equally.

Your access method will be communicated by the party responsible for your project. If you're unsure which method you're using, contact your project team or email support@nmible.com.

If you access the App on a phone or device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the phone or device.

3. Age Restrictions

You must be 18 years of age or over to accept these terms and use the App and Service in your own right. If you are receiving a payment on behalf of a child under 18, you may accept these terms and use the App and Service on that child’s behalf. By doing so, you confirm that:

• You have the authority to act on behalf of the child;
• You will use the App and Service only in connection with that child’s participation;
• You accept these terms on the child’s behalf and are responsible for ensuring compliance with them; and
• Any personal data entered into the App on behalf of the child will be processed in accordance with our Privacy Policy.

In these terms, references to “you” and “your” include, where applicable, a parent, caregiver or legal guardian acting on behalf of a child participant.

4. Your Privacy

Our Privacy Policy explains how we use your personal data, including our role as data processor and the organisation acting as data controller, and the security measures we use to protect it.

5. Technical and System Requirements

Minimum system requirements vary depending on your access method:

• Native iOS App - iPhone or iPad running iOS 16 or later; minimum 2 GB RAM.
• Native Android App - Android device running Android 10.0 or later; minimum 2 GB RAM.
• Progressive Web App - A modern web browser (current or previous major version of Chrome, Safari, Firefox or Edge) with JavaScript enabled. No app download required. A stable internet connection is recommended.

We update these requirements from time to time to reflect changes in supported operating systems, and will notify you of material changes in accordance with the Changes to These Terms section. We may also automatically update the App to improve performance, enhance functionality, reflect operating system changes, or address security issues, and may ask you to update manually for these reasons.

If your device falls below the minimum requirements, or you do not install an update, you may be unable to continue using the App and Service, and we will not be liable for issues arising from your use of outdated software.

6. Support And How To Contact Us

To contact us for any reason, including complaints, please email our support team at support@nmible.com. We aim to respond to all enquiries within 2 business days.

Nmible Health, Inc., a Delaware corporation, principal place of business at 10 N. High Street, Suite 200, Columbus, OH 43215, United States.

Nmible Limited, registered in England and Wales, registered office at 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF, United Kingdom.

7. How You May Use The App And Service

In return for your agreeing to comply with these terms you may:

• Download or stream a copy of the native App onto devices or access the PWA and use the App and the Service for your personal purposes only.
• Use any documentation to support your permitted use of the App and the Service.
• Receive and use any free supplementary software code or updates incorporating patches and corrections as we may provide to you.

You are only authorised to use the App on your own devices and in connection with your participation in a clinical trial or life science event. We are not liable for any loss you suffer outside the scope of that use.

8. Technical Information About Your Device

We collect limited technical data about your device as described in our Privacy Policy.

9. Changes To These Terms

We may change these terms to reflect changes in law or best practice, new features, or changes to our business or how we deliver the Service.

When we update these terms, we will notify you in the App and summarise any material changes. You must accept the updated terms to continue using the Service. Legally required changes may take effect immediately, and we will notify you as soon as reasonably practicable.

If you do not accept the updated terms, you may stop using the App and Service at any time.

10. Licence Restrictions

You agree that you will:

• only use the App and Service in relation to your participation in a clinical trial or life science event;
• not rent, lease, sub-license, loan, provide, or otherwise make available the App or the Service in any form, in whole or in part to any person without prior written consent from us;
• not copy the App, Documentation or Service, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
• not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Service nor permit the App or the Service or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Service on devices as permitted in these terms;
• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Service nor attempt to do any such things, except to the extent that applicable law does not allow us to prevent this.
• comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or the Service.

11. Acceptable Use

You must:

• not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, any Service or any operating system;
• not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service (to the extent that such use is not licensed by these terms);
• not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
• not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
• not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.

If you misuse the App or Service, we reserve the right to suspend or terminate your access in accordance with the termination provisions below.

12. Intellectual Property Rights

All intellectual property rights in the App, the Documentation and the Service throughout the world belong to us (or our licensors) and the rights in the App and the Service are licensed (not sold) to you. You have no intellectual property rights in, or to, the App, the Documentation or the Service other than the right to use them in accordance with these terms.

13. Our Responsibility For Loss Or Damage

We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen. However, the App is for use solely in relation to your participation in clinical trials and/or life science events and we will have no liability to you for any other use.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

Please back-up content and data used with the App. We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App or the Service.

We are not responsible for events outside our control. If our provision of the Service or support for the App or the Service is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.

14. Termination Of Your Rights To Use The App And Service

You may stop using the App and Service at any time. You can ask us to delete your account by emailing support@nmible.com. We will handle your request in line with the instructions of the organisation running your life science event, and some records may be kept where the law requires it, as explained in our Privacy Policy.

We may end your rights to use the App and Service at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so.

If we end your rights to use the App and Service:

• You must stop all activities authorised by these terms, including your use of the App and any Service.
• You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.
• We may cease providing you with access to the Service.

Termination of your use of the App does not affect any payments already due to you under your clinical trial or life science event participation agreement.

15. Transfer Of This Agreement

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

16. General Provisions

No rights for third parties. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 (or equivalent legislation) to enforce any term of this agreement.

Severability. Each provision of these terms operates separately. If any court or relevant authority decides that any provision is unlawful, the remaining provisions will remain in full force and effect.

Waiver. If we delay in enforcing any provision of this contract, we can still enforce it later. A delay in taking action against you for a breach does not mean we have waived the right to do so.

17. Governing Law and Jurisdiction

The governing law and jurisdiction for these terms depends on your country of residence: