These Terms and Conditions (the Terms) govern your access to and use of the Limb web application, made available to physiotherapists, doctors, other healthcare practitioners, rehabilitation centres, clinics and other healthcare organizations, including the Exercise Library, the AI Engine and any related features, content and services made available by Limb Limited (collectively, the Platform). The Limb mobile application made available to Patients is governed by Limb's separate Patient Terms of Use and Patient Privacy Notice and is not within the scope of these Terms. By creating an account, by clicking to accept these Terms on sign-up, by signing a License Agreement (including its Order Form), or by accessing or using the Platform in any way, you agree to be bound by these Terms.
Read these Terms carefully before using the Platform. They include important provisions on clinical responsibility, on the absence of liability of Limb in respect of any patient or third party claim, and on the way your data is handled. They apply to individual practitioners as well as to rehabilitation centres, clinics and other healthcare organisations.
1.1 The Platform is operated by Limb Limited, a limited liability company incorporated under the Masdar City Companies Registration Regulations 2009, holding economic licence number MC 13277, with its registered office at VD Building 1B, 3rd Floor, Masdar City, Abu Dhabi, United Arab Emirates (Limb, we, us, our).
1.2 The Platform may be used by, and these Terms apply to, two categories of user (each a User):
(a) an Individual User, being a single physiotherapist, practitioner, doctor or other healthcare professional who is duly licensed and in good standing under the professional regulatory regime applicable to her or him, and who accesses the Platform under an individual account; and
(b) an Organisation, being a rehabilitation centre, physiotherapy clinic, hospital, healthcare group, employer or other entity that licenses the Platform for use by its Authorised Users in connection with the clinical services that the Organisation provides to its Patients.
An Authorised User is a physiotherapist, doctor or other healthcare professional who is duly licensed and in good standing, who is employed or otherwise engaged by an Organisation, and whom the Organisation has authorised to access the Platform under the Organisation's licence.
1.3 These Terms govern use of the Platform's web application by Individual Users, Organisation Administrators and Authorised Users. The Platform also includes a mobile application made available to Patients (also referred to in the Platform interface as "Customers" or "Clients") to view and follow the exercise programmes prescribed by their practitioner. Access to and use of the mobile application by a Patient is governed by Limb's separate Patient Terms of Use and Patient Privacy Notice, which the Patient is required to accept on first use, and not by these Terms. These Terms are not intended for use by members of the general public or by any person who is not an Individual User, an Organisation Administrator or an Authorised User. Each Individual User and each Authorised User must be at least eighteen (18) years old and must have the legal capacity to enter into a binding contract.
1.4 If you are an Organisation, the person clicking to accept these Terms, or signing an Order Form, represents and warrants that he or she is duly authorised to bind the Organisation. References in these Terms to you mean both that person and the Organisation, on a joint and several basis. The Organisation is responsible for the acts and omissions of each of its Authorised Users and of every other person who accesses the Platform under the Organisation's licence, as if they were the acts and omissions of the Organisation.
1.5 If you are an Individual User, references in these Terms to you mean you personally. If you are using the Platform on behalf of, or in connection with, an Organisation (for example, an employer), you must also ensure that the Organisation accepts these Terms or signs an Order Form before that use begins; the Individual User pathway is for solo practitioners only.
1.6 By accepting these Terms or using the Platform, you (and, where applicable, the Organisation you represent) make the warranties in clauses 1.3 to 1.5 and represent that all information you provide to Limb is true, accurate and complete.
In these Terms:
Account means the user account you create on the Platform, whether an Individual Account or an Organisation Account.
AI Engine means the proprietary machine-learning and rule-based engine which powers the Platform, including the underlying models, algorithms, weights, prompts, training data and any improvements or derivative works.
Authorised User has the meaning given in clause 1.2.
Bespoke Exercise means any exercise protocol, video, instruction, illustration or other content created by you or by your Authorised User using the configuration tools made available within the Platform and uploaded to or input into the Platform, but excluding any element of the Exercise Library or the AI Engine.
Exercise Library means the collection of pre-loaded and pre-programmed exercise content (including videos, audio, written protocols, illustrations and metadata) made available within the Platform by Limb from time to time, together with the selection, arrangement, structure and tagging of that collection.
Fees means the fees payable by you to Limb under any Order Form or any paid plan available within the Platform.
Individual User has the meaning given in clause 1.2.
Intellectual Property Rights means all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
License Agreement means the master licence or subscription agreement signed by Limb and an Organisation (under the Center Plan or the Enterprise Plan) which, together with the Order Form referenced in or attached to it, sets out the commercial and bespoke terms of the Organisation's subscription to the Platform.
Limb Content means the Platform, the AI Engine, the Exercise Library, all software, documentation, branding, trade marks, designs, text, images, audio and other content made available by Limb on or through the Platform, and any updates, new versions, modifications or derivative works of any of the foregoing.
Order Form means the order form, statement of work, online sign-up record, subscription page or other written document signed by, or otherwise accepted by, an Organisation (or, where relevant, an Individual User), setting out the commercial terms of that Organisation's or Individual User's subscription to the Platform, including the number of Authorised User seats, the term, the Fees, the renewal mechanics and any specific configuration.
Organisation has the meaning given in clause 1.2.
Organisation Account means the account created by an Organisation on the Platform, under which the Organisation administers its subscription and its Authorised User seats (applicable to both the Center Plan and the Enterprise Plan).
Organisation Administrator means the individual nominated by the Organisation to administer the Organisation Account, manage Authorised User seats, and act as the principal point of contact with Limb.
Patient means a natural person to whom you (or, in the case of an Organisation, the Organisation through an Authorised User) provide clinical services and on whose behalf the Platform is used.
Patient Data means personal data relating to a Patient that is processed through the Platform.
PDPL means UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and any executive regulations or successor legislation.
Subscription means a paid subscription to the Platform, as described in clause 5.
Trial has the meaning given in clause 5.1.
Your Data means all data, content and information that you, your Authorised Users, your Patients or any third party submit, upload or otherwise input into the Platform, including Patient Data and Bespoke Exercises.
3.1 You accept these Terms by taking a positive action that signals your acceptance, including by ticking the "I accept" box presented to you during the sign-up flow, by clicking a button labelled to accept, by signing an Order Form, or by accessing or using the Platform. We will record the version of these Terms accepted, the date and time of acceptance, and the user identifier associated with the acceptance.
3.2 Where the User is an Organisation:
(a) the Organisation Administrator (or another duly authorised representative) must accept these Terms on behalf of the Organisation at the time the Organisation Account is created and, where applicable, by signing an Order Form;
(b) each Authorised User must also separately click to accept these Terms at sign-up before being granted access to the Platform, but this individual acceptance does not detract from the Organisation's primary responsibility for compliance with these Terms.
3.3 If you do not agree with these Terms, do not access or use the Platform.
3.4 We may update these Terms from time to time. We will notify you of any material change by email to the Account email address, by a notice within the Platform, or by notice to the Organisation Administrator, with at least thirty (30) days' advance notice where the change adversely affects your rights. If you continue to use the Platform after the change takes effect, you are deemed to accept the updated Terms. If you do not accept the updated Terms, you must stop using the Platform and may close your Account.
4.1 Non-exclusive right to use the Platform. Subject to your acceptance of, and ongoing compliance with, these Terms (and, where applicable, the License Agreement and Order Form), Limb grants:
(a) to each Individual User, a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for the Permitted Purpose (as described in clause 4.2) during the term of these Terms; and
(b) to each Organisation, a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for the Permitted Purpose (as described in clause 4.2) during the term of the Order Form, exclusively by the number of Authorised Users set out in the Order Form, and only at the sites (if any) identified in the Order Form.
4.2 Permitted Purpose. The Platform may be used only to support the clinical practice of a licensed healthcare professional, by enabling the Individual User (or an Authorised User of the Organisation) to design, prescribe, monitor and adjust exercise programmes for her or his own Patients. Any other use is prohibited.
4.3 No exclusivity. Nothing in these Terms or in any Order Form confers on you any exclusivity, priority or first-refusal in respect of the Platform, the Exercise Library, the AI Engine, any Bespoke Exercise (subject to clause 7.4) or any element of any of them. Limb may, in its sole and absolute discretion and at any time, develop, use, license, sub-license, market, distribute or otherwise exploit the Platform, the Exercise Library, the AI Engine and any Limb Content, in any territory, to any third party (including any clinic, hospital, healthcare provider, physiotherapy practice, telemedicine platform, competitor or other person, whether or not in competition with you), and on any terms it determines. Limb makes no representation about the size, geography, composition or behaviour of its user base. You acknowledge that Limb is free to enter into similar or different arrangements with any number of other users, and you waive any claim that may be made against Limb in respect of any such arrangement. This clause 4.3 applies regardless of the term of any Order Form.
4.4 Use restrictions. You shall not, and (if you are an Organisation) shall procure that no Authorised User, Patient, employee, agent, contractor or other person acting on your behalf shall:
(a) use the Platform, the Exercise Library or the AI Engine to provide services to any third party other than your own Patients (or, in the case of an Organisation, the Organisation's own Patients) in the ordinary course of clinical practice;
(b) treat any output of the Platform as the sole basis for any diagnostic, prescriptive or therapeutic decision in respect of any Patient, the responsibility for which remains at all times with the Individual User or the Authorised User concerned;
(c) use the Platform to provide telemedicine or remote consultation services, except in accordance with all applicable health-authority licensing requirements;
(d) copy, adapt, reverse engineer, decompile, disassemble, modify or create derivative works of the Platform, the AI Engine or the Exercise Library, except to the extent permitted by applicable law that cannot be excluded by contract;
(e) extract, scrape, harvest, mirror, republish or otherwise copy any part of the Exercise Library or any output of the AI Engine, save for your own internal clinical use within the scope of these Terms;
(f) sub-license, assign, rent, lease, lend, distribute, sell, resell or otherwise transfer any rights under these Terms or under any Order Form to any third party, or grant any security over them;
(g) share Account credentials with any third party, permit or allow any person other than an Individual User or an Authorised User to access or use an Account or a seat (each seat is for a single named user only, on a one-user-one-account basis);
(h) exceed the number of Authorised User seats set out in the Order Form, or use the Platform on more devices than are permitted by the Order Form or by the Platform's technical limits;
(i) remove, obscure or alter any copyright, trade mark or proprietary notice within the Platform;
(j) use the Platform to develop, train or improve any product or service that competes with the Platform;
(k) use the Platform in any manner that could cause Limb to be regarded as providing medical, clinical or healthcare services, or as operating a medical device, in any jurisdiction;
(l) introduce any virus, malware or other harmful code into the Platform, attempt to gain unauthorised access to any system, network or data through the Platform, or use any automated means (including bots, scrapers or crawlers) to access the Platform; or
(m) use the Platform in breach of any applicable law, regulation or third-party right.
5.1 Subscription plans. Limb makes the Platform available on a tiered basis, comprising at present:
(a) the Trial (limited to one (1) practitioner seat and five (5) active Patients);
(b) the Solo Plan (an Individual Subscription, limited to one (1) practitioner seat and ten (10) active Patients);
(c) the Center Plan (an Organisation Subscription, limited to ten (10) practitioner seats and one hundred and fifty (150) active Patients); and
(d) the Enterprise Plan (an Organisation Subscription on customised seat and active Patient limits set out in the License Agreement (including its Order Form)).
The plan that applies to you is the one you select on sign-up or, where applicable, that is set out in the License Agreement (including its Order Form). The number of practitioner seats and the number of active Patients permitted under your plan is a hard limit; usage in excess of that limit is not permitted and may result in suspension, upgrade or termination. An "active Patient" is a Patient profile that is created or in use on the Platform during the relevant billing period.
5.2 Trial (Individual Users only). If you sign up as an Individual User during a period when Limb is offering a free trial, your initial access to the Platform will be on a free trial basis for a period of thirty (30) days from the date of your first sign-up, unless terminated earlier in accordance with these Terms. The Trial is offered on the basis of these Terms only. No Fees are payable during the Trial. Limb may modify, restrict or withdraw the Trial, or any feature of it, at any time on reasonable notice. During the Trial, your access is limited to one (1) practitioner seat and a maximum of five (5) active Patients, no credit card is required, and any usage in excess of those limits is not permitted.
At the end of the Trial, your access to the Platform will be suspended unless you actively opt in to the Solo Plan (or, if you work for an Organisation that signs a License Agreement (including its Order Form), the Center Plan or the Enterprise Plan). Limb will not auto-convert you to a paid plan and will not charge you any Fee without your express, informed, opt-in consent given through the Platform.
5.3 Solo Plan. The Solo Plan is a paid Individual Subscription for a single practitioner. It is limited to one (1) practitioner seat and a maximum of ten (10) active Patients, and includes the Exercise Library, exercise assignment to Patients, Patient mobile application access and basic progress tracking. The Solo Plan is billed monthly or annually, with any prepayment discount for annual billing as set out on the Platform sign-up page. Fees, billing frequency, renewal mechanics and cancellation rights for the Solo Plan are set out on the Platform sign-up page and accepted by the Individual User at the point of conversion.
5.4 Center Plan. The Center Plan is a paid Organisation Subscription designed for a small to mid-size rehabilitation centre, clinic or healthcare provider. It is limited to ten (10) practitioner seats and a maximum of one hundred and fifty (150) active Patients, and includes a shared Exercise Library and exercise assignment across the Organisation, Patient mobile application access, basic progress tracking and an Organisation Administrator dashboard. The Center Plan is offered subject to a signed License Agreement (including its Order Form) following an enquiry through the Platform following an enquiry through the Platform. The Organisation Administrator manages seat allocation and the activation, deactivation and replacement of Authorised Users through the Organisation Account.
5.5 Enterprise Plan. The Enterprise Plan is a paid Organisation Subscription designed for larger healthcare organisations. The number of practitioner seats and the active Patient cap are customised, as set out in the License Agreement (including its Order Form). The Enterprise Plan includes a shared Exercise Library and exercise assignment across the Organisation, Patient mobile application access, progress tracking, an enterprise admin dashboard, organisation-level analytics, priority support (with service levels set out in the License Agreement (including its Order Form)) and early feature access. The Enterprise Plan is offered subject to a customised License Agreement (including its Order Form) following an enquiry through the Platform. The Organisation Administrator manages seat allocation and the activation, deactivation and replacement of Authorised Users through the Organisation Account.
5.6 License Agreement and Order Form. Where the User is an Organisation (under the Center Plan or the Enterprise Plan), access to the Platform is subject to a signed License Agreement and Order Form (or accepted online subscription order) setting out the commercial terms of the Organisation's subscription, including the term, the number of Authorised User seats, the Fees, the billing schedule, the renewal mechanics, the cancellation rights and any specific configuration or service-level commitment. In the event of any conflict between these Terms, the License Agreement and the Order Form, the License Agreement (including its Order Form) shall prevail to the extent of the conflict (unless otherwise indicated therein or agreed in writing by both parties).
5.7 Plan changes by Limb. The plans, features and pricing referred to in this clause 5 reflect Limb's current commercial offering. Limb may, from time to time, add, modify, suspend, restrict or discontinue any plan, feature or pricing on reasonable notice (and in any event with at least thirty (30) days' advance notice where the change adversely affects an existing paid Subscription). Any change that adversely affects your existing rights under a paid Subscription shall not apply to you until the next renewal of your Subscription (or, in the case of an Organisation, until the next renewal of the License Agreement (including its Order Form)).
5.8 Fees and payment. Unless otherwise stated in the Order Form or on the Platform sign-up page, all Fees are stated in UAE Dirhams (AED) and are exclusive of value added tax and any other applicable tax. Limb shall issue a valid tax invoice in accordance with UAE Federal Decree-Law No. 8 of 2017 on Value Added Tax. Fees are payable within thirty (30) days of the date of the invoice, by electronic transfer to the bank account notified by Limb. Time of payment is of the essence. Overdue amounts shall bear interest at nine per cent (9%) per annum from the due date to the date of actual payment.
5.9 No refunds. Save as expressly set out in these Terms, the License Agreement or in the Order Form, Fees are non-refundable.
6.1 Account information. You must provide accurate, current and complete information when you create an Account, and keep it up to date. Limb may verify the information you provide and may suspend or terminate any Account if the information is inaccurate, incomplete or misleading.
6.2 Individual Accounts. Each Individual User is responsible for all activity that takes place under his or her Account, including any activity by any person who accesses the Account using the Individual User's credentials.
6.3 Organisation Accounts and Authorised Users. Each Organisation must:
(a) nominate an Organisation Administrator and notify Limb of the Organisation Administrator's name and contact details, and any change to those details;
(b) manage the allocation of Authorised User seats within the limit set in the Order Form, including by adding, removing or replacing Authorised Users in accordance with the procedures made available within the Platform;
(c) ensure that each Authorised User accepts these Terms before being granted access to the Platform;
(d) be solely responsible for the acts and omissions of each Authorised User and each other person who accesses the Platform under the Organisation Account, as if they were acts and omissions of the Organisation, including any breach of these Terms;
(e) ensure that each Authorised User maintains the confidentiality of his or her credentials and complies with these Terms; and
(f) promptly disable Authorised User access on termination of the employment or engagement of any Authorised User with the Organisation, or on any other change that means the person should no longer have access to the Platform.
6.4 Eligibility, licensing and compliance. Each Individual User and each Authorised User must, throughout his or her use of the Platform:
(a) be a duly licensed physiotherapist, doctor or other healthcare professional in good standing under the professional regulatory regime applicable to him or her;
(b) hold and maintain all professional licences, permits, registrations and approvals required to provide the clinical services in respect of which the Platform is used; and
(c) comply with all applicable laws, including professional conduct rules and the standards of care applicable to his or her profession.
6.5 Organisation licensing and compliance. Each Organisation shall, throughout the term of the License Agreement (including its Order Form):
(a) hold and maintain all licenses, permits, registrations and approvals required by the relevant health authority (including, without limitation, the Department of Health Abu Dhabi, the Dubai Health Authority, the Ministry of Health and Prevention, or any successor or equivalent authority) to operate as a healthcare provider and to deliver the clinical services in respect of which the Platform is used;
(b) ensure that each of its Authorised Users complies with clause 6.4;
(c) maintain professional indemnity insurance covering its clinical practice with a reputable insurer, in an amount not less than the amount set out in the License Agreement and Order Form (and, in the absence of a stated amount, in an amount appropriate to the size and risk profile of its practice), and shall promptly provide Limb with a certificate of insurance on reasonable request; and
(d) comply with all laws applicable to its clinical practice, including data protection law, consumer protection law, advertising rules applicable to healthcare services, and rules on interactions with healthcare professionals.
7.1 Limb's ownership of the Platform and the pre-loaded Exercise Library. As between you and Limb, all Intellectual Property Rights in the Limb Content are and shall remain the sole and exclusive property of Limb (and where applicable its licensors). The Limb Content includes, without limitation, the Platform, the AI Engine, the Exercise Library and every item of pre-loaded or pre-programmed physiotherapy or rehabilitation exercise content within it (whether in the form of video, audio, written protocol, illustration, metadata or otherwise), the selection, arrangement, structure and tagging of the Exercise Library as a compilation, all software, source code, object code, designs, documentation, branding and trade marks, all updates and new versions of any of the foregoing, and any modifications, improvements or derivative works (whether or not arising from your feedback, any Bespoke Exercise or input from any other user). You have no rights in or to the Limb Content other than the limited rights in clause 4.
7.2 Scope of protectable Intellectual Property Rights. You acknowledge that physical exercise movements as such are not protectable as intellectual property, but that the specific expression of those movements within the Exercise Library, the selection and arrangement of the Exercise Library as a compilation, the AI Engine, the Platform and the documentation are protected by copyright, database and compilation rights, confidentiality and trade-secret protection, and trade-mark rights as applicable, including under UAE Federal Decree-Law No. 38 of 2021 on Copyrights and Neighbouring Rights. The limited rights granted in clause 4 do not extend to any of the above referred Limb's protected Intellectual Property Rights save as expressly stated.
7.3 Ownership of Bespoke Exercises.
(a) Bespoke Exercises created by an Individual User. As between the Individual User and Limb, the Intellectual Property Rights in any Bespoke Exercise created by the Individual User vest in the Individual User on creation, save for any element of the Limb Content (including the underlying tools and templates) which remains the property of Limb.
(b) Bespoke Exercises created by an Authorised User of an Organisation. As between the Organisation and Limb, the Intellectual Property Rights in any Bespoke Exercise created by an Authorised User of the Organisation in the course of his or her employment or engagement with the Organisation vest in the Organisation on creation, in accordance with UAE Federal Decree-Law No. 38 of 2021 on Copyrights and Neighbouring Rights and any applicable employment or engagement arrangement, save for any element of the Limb Content which remains the property of Limb. Each Organisation warrants that it has in place the employment, contractor and other arrangements necessary to give effect to this clause 7.3(b). Where, in any jurisdiction, the Intellectual Property Rights in any Bespoke Exercise created by an Authorised User does not vest in the Organisation by operation of law, the Authorised User hereby assigns (and the Organisation shall procure the assignment of) all such Intellectual Property Rights to the Organisation with full title guarantee, by way of present assignment of future rights.
7.4 Licence-back to Limb in respect of Bespoke Exercises. You hereby grant to Limb, with effect from the date on which each Bespoke Exercise is created or uploaded by you or by an Authorised User, a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, sub-licensable licence to host, store, process, transmit, display, reproduce, modify, anonymise, aggregate and create derivative works of the Bespoke Exercises, for the purposes of (a) providing the Platform to you and to other users, (b) developing, training, improving, testing and validating the Platform and the AI Engine, and (c) creating aggregated and anonymised datasets, outputs, benchmarks and statistics that Limb may use for any purpose. Limb's licence under this clause 7.4 survives the termination of these Terms, the License Agreement and of any Order Form in respect of any Bespoke Exercises created before termination.
7.5 Your warranties on Bespoke Exercises and Your Data. You warrant and represent that you have, and will at all material times have, all rights, consents and authorisations necessary to upload Bespoke Exercises and Your Data to the Platform and to grant the licence in clause 7.4, including all rights, consents and authorisations from any Authorised User, Patient, colleague, model or other person depicted, identified or referenced in any Bespoke Exercise or in Your Data. At the time of upload of any video, image or other content to the Platform, you (or, in the case of an Organisation, the Authorised User uploading the content) shall confirm that this clause 7.5 is complied with by ticking the on-screen confirmation made available by the Platform; that confirmation is recorded by the Platform and forms part of the warranty given to Limb under this clause 7.5.
7.6 Feedback. Any feedback, comments, suggestions or ideas that you or any Authorised User provide to Limb in connection with the Platform may be used by Limb without restriction and without payment to you or to the Authorised User. You assign to Limb (and shall procure the assignment by each Authorised User of) all rights, title and interest in and to such feedback, with full title guarantee.
8.1 Limb as controller of practitioner data. Limb processes personal data about each Individual User, each Organisation Administrator and each Authorised User as a controller, in accordance with the Limb Privacy Notice. The Privacy Notice forms part of these Terms by reference.
8.2 Patient Data: controller and processor roles. Where the Platform is used to process Patient Data:
(a) for an Individual User, the Individual User is the controller of Patient Data and Limb acts as her or his processor;
(b) for an Organisation, the Organisation is the controller of Patient Data and Limb acts as the Organisation's processor; the Organisation's Authorised Users handle Patient Data on the Organisation's behalf and on the Organisation's instructions.
In each case, Limb processes Patient Data only on the documented instructions of the controller, as set out in these Terms.
8.3 Controller responsibilities. The controller of Patient Data (whether an Individual User or an Organisation) shall, at all times during use of the Platform:
(a) have, and maintain, a valid lawful basis under the PDPL (and any other data protection law that applies to it) for the processing of Patient Data carried out by Limb on its behalf;
(b) obtain and document all consents, authorisations and notices required from each Patient for the processing of Patient Data through the Platform, including consent for the processing of health data and for any cross-border transfer of Patient Data that may occur in connection with the Platform;
(c) provide each Patient with appropriate information about how their Patient Data is processed, including by reference to the controller's own privacy notice; and
(d) deal promptly with any Patient request to exercise data subject rights under the PDPL or any other applicable data protection law.
8.4 No use of Patient Data for clinical decision-making by Limb. Limb is a technology provider. Limb does not, and shall not, use Patient Data to make any clinical decision, recommendation or determination in respect of any Patient. Any clinical decision that affects a Patient is and remains the sole responsibility of the Individual User or the Authorised User concerned.
9.1 Not a medical device, no medical advice. The Platform is a technology tool. The Platform is not a medical device and has not been registered as a medical device in any jurisdiction. The Platform does not provide medical advice, diagnosis, prescription, treatment or supervision, and shall not be used or held out as a substitute for the professional clinical judgement of a licensed healthcare professional.
9.2 Clinical responsibility rests with the practitioner and the Organisation. You acknowledge and agree that:
(a) all clinical decisions in respect of any Patient (including the decision to use the Platform with that Patient, the selection of exercises, the prescription of any exercise programme, the supervision of the Patient, the monitoring of the Patient's progress, the management of any adverse event, and any decision to refer, escalate or terminate treatment) shall be made by the Individual User or, in the case of an Organisation, by the Authorised User concerned, in each case on the basis of his or her own professional clinical judgement;
(b) where the User is an Organisation, the Organisation is the regulated clinical service provider and bears organisational responsibility for the clinical services provided to its Patients, including for the supervision and conduct of each Authorised User;
(c) neither the Individual User nor any Authorised User shall rely on any output of the Platform (including any output of the AI Engine or any item in the Exercise Library) as the sole basis for any clinical decision in respect of any Patient;
(d) each Patient's informed consent shall be obtained by the Individual User or the Authorised User (and, where applicable, by the Organisation) before commencing any exercise programme, in accordance with the standards and rules applicable to the profession and the jurisdiction; and
(e) the Individual User, each Authorised User and (where applicable) the Organisation shall comply at all times with the standards of care, the standards of conduct, and the regulatory requirements applicable to her or his profession and to the Organisation, in each jurisdiction in which she, he or it operates.
9.3 No employment, partnership or clinical relationship. Nothing in these Terms creates an employment, partnership, joint venture, agency or clinical-supervisory relationship between Limb and any User. Limb is not the clinical supervisor of any Individual User or Authorised User and is not party to any clinical relationship that any User has with any Patient.
10.1 Total exclusion of liability for clinical and third-party claims. To the maximum extent permitted by law, Limb shall have no liability whatsoever (whether in contract, tort (including negligence), under statute or otherwise) to you, to any Authorised User, to any Patient, to any other healthcare professional, to any rehabilitation centre, clinic, hospital or other healthcare organisation, or to any third party, for any loss, damage, injury (including personal injury), illness, deterioration, death or other harm, or for any claim, demand, action, proceeding, complaint, regulatory action, fine, penalty, cost or expense, in each case arising out of or in connection with:
(a) any clinical decision, recommendation, prescription, treatment, supervision, monitoring, escalation or other clinical act or omission of any Individual User, any Authorised User, any Organisation, any other healthcare professional or any rehabilitation centre, clinic or other healthcare organisation;
(b) any claim, demand, complaint, action, proceeding or allegation made by any Patient, by any family member or representative of any Patient, by any other healthcare professional, by any regulator, insurer, professional association or other third party, in each case against the Individual User, any Authorised User, any Organisation, any other healthcare professional or any rehabilitation centre, clinic or other healthcare organisation, in respect of (i) any clinical act or omission, (ii) any harm, injury, deterioration, loss of life or other adverse clinical outcome, (iii) any allegation that the clinical care or supervision provided was inappropriate, inadequate, delayed or otherwise deficient, or (iv) any breach of professional standards or of any law or regulation;
(c) any reliance by you, by any Authorised User, by any Patient or by any third party on any output of the Platform (including any output of the AI Engine, any item in the Exercise Library, any Bespoke Exercise or any reporting or analytics tool);
(d) any temporary or permanent inability to access or use the Platform, any defect, error, malfunction, downtime or interruption affecting the Platform, or any loss, corruption, alteration or unavailability of Your Data; or
(e) any act or omission of any other user of the Platform.
10.2 Customer-side responsibility. You acknowledge and agree that any liability arising out of any matter described in clause 10.1 rests solely with the responsible Individual User, Authorised User, Organisation or other healthcare professional or healthcare organisation, and that Limb has no role in, and shall not be held responsible for, that liability.
10.3 Exclusion of consequential and other losses. Without prejudice to clause 10.1, and to the maximum extent permitted by law, Limb shall not be liable for any (a) loss of profits, loss of revenue, loss of business, loss of business opportunity, loss of anticipated savings or loss of goodwill, (b) loss or corruption of data, loss of use of data or loss of use of the Platform, (c) special, indirect or consequential loss, or (d) wasted expenditure, in each case whether arising in contract, tort (including negligence), under statute or otherwise, and whether or not Limb was advised of the possibility of such loss.
10.4 Aggregate cap. Subject to clauses 10.1 and 10.5, Limb's total aggregate liability arising out of or in connection with these Terms, any Order Form or your use of the Platform, whether in contract, tort (including negligence), under statute or otherwise, shall not exceed:
(a) during the Trial, the sum of AED 1,000;
(b) in any Individual Subscription that follows the Trial, the total Fees paid by the Individual User to Limb in the twelve (12) months immediately preceding the event giving rise to the liability;
(c) in any Organisation Subscription, the total Fees paid by the Organisation under the relevant License Agreement (including its Order Form) in the twelve (12) months immediately preceding the event giving rise to the liability.
10.5 Mandatory carve-outs. Nothing in these Terms or in any Order Form excludes or limits the liability of either party for (a) death or personal injury caused by its own negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability which cannot, as a matter of law, be excluded or limited. Subject to that, clauses 10.1, 10.3 and 10.4 apply in full.
10.6 Risk allocation. You acknowledge that the exclusions and limitations in this clause 10 are a fundamental basis on which Limb makes the Platform available to you, that the pricing (including any free Trial) reflects this allocation of risk, and that the exclusions and limitations are reasonable in the circumstances.
11.1 You (and, where you are an Organisation, the Organisation) shall indemnify, defend and hold harmless Limb (and Limb's officers, directors, employees, contractors, sub-contractors, affiliates and licensors) on demand, against all claims, demands, actions, proceedings, complaints, losses, damages, liabilities, costs and expenses (including legal fees on a full indemnity basis) suffered or incurred by Limb, arising out of or in connection with:
(a) any claim made by a Patient (or a family member or representative of a Patient), by any other healthcare professional, by any rehabilitation centre, clinic or healthcare organisation, by any regulator, insurer or professional association, or by any other third party, in respect of (i) any clinical act or omission of you, of any Authorised User, or of any person acting under your direction or authority, (ii) any harm, injury, deterioration, loss of life or other adverse clinical outcome suffered by any Patient or other person, (iii) any allegation that you, any Authorised User, or any other healthcare professional or healthcare organisation associated with your use of the Platform, failed to provide appropriate clinical care, supervision or follow-up, or (iv) any breach of professional standards;
(b) any breach by you or by any Authorised User of any applicable law (including the PDPL or any other data protection law, any health-authority regulation, any professional conduct rule, any consumer protection law, and any advertising rule applicable to healthcare services);
(c) any breach by you or by any Authorised User of these Terms (including the restrictions in clause 4 and the Intellectual Property Rights warranties in clause 7), or of any License Agreement or any Order Form; and
(d) any failure by you, by any Authorised User or by any Organisation to obtain or maintain any consent required from a Patient or any other person for the processing of personal data through the Platform, or for the use of any Bespoke Exercise.
11.2 The Organisation is primarily responsible under this clause 11 for the acts and omissions of its Authorised Users; the Organisation may not pass through the indemnity to any individual Authorised User in a way that prejudices Limb's right to recover from the Organisation.
11.3 Your obligations under this clause 11 are not subject to the cap in clause 10.4. Limb shall be entitled to participate in the defence of any indemnified claim with counsel of its own choice at its own cost.
12.1 Termination by you.
(a) An Individual User may terminate these Terms at any time by closing his or her Account through the Platform or by giving notice to Limb. Any prepaid Individual Subscription Fees are non-refundable save as expressly stated otherwise.
(b) An Organisation may terminate a License Agreement (including its Order Form) in accordance with their terms; in the absence of express provision, an Organisation Subscription is for the term set in the License Agreement and Order Form and may be terminated for material breach only.
12.2 Termination and suspension by Limb. Limb may suspend or terminate your Account, your Authorised User access or your access to the Platform at any time, with or without notice, if (a) you commit a material breach of these Terms, or of any License Agreement or Order Form, (b) Limb suspects that you have engaged in any prohibited use, (c) any information you have provided is inaccurate, incomplete or misleading, (d) your continued use of the Platform exposes Limb to legal, regulatory, reputational or operational risk, or (e) Limb decides, in its sole discretion, to discontinue the Platform or any feature of it.
12.3 Consequences of termination. On termination of these Terms (or, in the case of an Organisation, of the relevant License Agreement (including its Order Form)) for any reason:
(a) the rights in clause 4 end immediately and you (and each Authorised User) must stop using the Platform;
(b) Limb may delete Your Data, Account information and the contents of the Account in accordance with its data retention policy, save to the extent retention is required by law or for legitimate business reasons;
(c) you will pay any Fees owing up to the date of termination;
(d) clauses 4.3 (no exclusivity), 7 (Intellectual Property Rights, including the surviving licence-back to Limb under clause 7.4), 8 (data protection), 9 (clinical responsibility), 10 (limitation of liability), 11 (indemnity), 14 (governing law and dispute resolution) and any other provision which by its nature is intended to survive shall continue in force.
12.4 Data carry-over and export. On request made within thirty (30) days of termination, Limb will use reasonable endeavours to provide you with a copy of Your Data (in a commonly used machine-readable format) and Bespoke Exercises, on terms to be agreed. For Organisations, the parties may agree at the outset of the License Agreement and Order Form a transition assistance period of up to ninety (90) days at agreed rates.
13.1 The Platform is provided on an "as is" and "as available" basis. Limb does not warrant that the Platform will be uninterrupted, error-free, secure against all threats, free from defects, suitable for your purposes, or that any output of the Platform will be accurate, complete or reliable for any particular use. Any service level commitments to an Organisation shall be set out in the License Agreement (including its Order Form) and, in the absence of such commitments, no service level applies.
13.2 Limb may at any time, in its sole discretion and without prior notice, modify, add, remove, suspend, restrict or discontinue any feature of the Platform, including the Exercise Library, the AI Engine, the reporting tools or any other functionality. Where reasonably practicable, Limb will give you advance notice of any material change.
13.3 Limb may carry out planned and unplanned maintenance from time to time. Limb shall not be liable for any unavailability of the Platform save as expressly stated otherwise in the License Agreement and Order Form.
14.1 These Terms, the License Agreement and any Order Form, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applied in the Emirate of Abu Dhabi.
14.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of Abu Dhabi, United Arab Emirates, in respect of any such dispute or claim.
14.3 Nothing in this clause prevents Limb from seeking interim, urgent or injunctive relief in any court of competent jurisdiction in any jurisdiction.
15.1 Entire agreement. These Terms, together with any License Agreement and Order Form, and the Privacy Notice, constitute the entire agreement between you and Limb in respect of the Platform, and supersede any prior negotiations, representations or agreements (whether oral or written) on that subject matter. Liability for fraudulent misrepresentation is preserved.
15.2 Order of precedence. In the event of any conflict, the order of precedence is: (a) the License Agreement and Order Form (if any); (b) these Terms; (c) the Privacy Notice; and (d) any other policy or document referenced in any of the foregoing.
15.3 Assignment. You may not assign, novate or transfer any of your rights or obligations under these Terms or under any Order Form (whether by operation of law or otherwise) without the prior written consent of Limb. Limb may at any time assign, novate, sub-contract or transfer any of its rights or obligations, on notice to you.
15.4 Waiver. No failure or delay by Limb in exercising any right or remedy shall constitute a waiver. No single or partial exercise prevents further exercise.
15.5 Severance. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but the rest of these Terms shall not be affected. The parties shall replace any deleted provision with a valid one that achieves the original commercial intention as closely as possible.
15.6 No third-party rights. No person other than the parties to these Terms (and the persons indemnified under clause 11) has any right to enforce any term of these Terms.
15.7 Force majeure. Limb shall not be liable for any delay or failure in performance to the extent caused by an event beyond its reasonable control, including acts of God, acts of government, war, terrorism, civil unrest, epidemic or pandemic measures, internet or telecommunications failures, cyber attacks and similar events.
15.8 Notices. Notices to you may be sent to the email address associated with your Account or (for an Organisation) to the Organisation Administrator's address, or posted within the Platform. Notices to Limb shall be sent to legal@limb.ae (or such other address as Limb may notify from time to time).
15.9 Language. These Terms are concluded in English. Any translation is provided for convenience only and the English version prevails.
15.10 Survival. Any clause which by its nature should survive termination shall survive.
Questions about these Terms? Contact us at legal@limb.ae.
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