End User Licence Agreement (EULA)

Applayers mobile applications are licensed to You (End-User) by APPLAYERS LTD, located and registered at 167-169 Great Portland Street, 5th Floor, London, Greater London W1W 5PF, England ('Licensor'), for use only under the terms of this Licence Agreement.

By downloading the Licensed Application from Apple's software distribution platform ('App Store'), and any update thereto (as permitted by this Licence Agreement), You indicate that You agree to be bound by all of the terms and conditions of this Licence Agreement, and that You accept this Licence Agreement.

The parties of this Licence Agreement acknowledge that the App Store is not a Party to this Licence Agreement and is not bound by any provisions or obligations with regard to the Licensed Application, such as warranty, liability, maintenance and support thereof. APPLAYERS LTD, not the App Store, is solely responsible for the Licensed Application and the content thereof.

This Licence Agreement may not provide for usage rules for the Licensed Application that are in conflict with the latest Apple Media Services Terms and Conditions ('Usage Rules'). APPLAYERS LTD acknowledges that it had the opportunity to review the Usage Rules and this Licence Agreement is not conflicting with them.

The Licensed Application, when purchased or downloaded through the App Store, is licensed to You for use only under the terms of this Licence Agreement. The Licensor reserves all rights not expressly granted to You. The Licensed Application is to be used on devices that operate with Apple's operating systems ('iOS', 'iPadOS', and 'macOS').

Table of Contents

• 1. The Application
• 2. Scope of Licence
• 3. Technical Requirements
• 4. Maintenance and Support
• 5. Use of Data
• 6. User-Generated Contributions
• 7. Contribution Licence
• 8. Liability
• 9. Warranty
• 10. Product Claims
• 11. Legal Compliance
• 12. Subscriptions
• 13. Contact Information
• 14. Termination
• 15. Third-Party Terms and Beneficiaries
• 16. Intellectual Property Rights
• 17. Applicable Law
• 18. Miscellaneous
• US Addendum (US users only)

1. The Application

The Licensed Application is a piece of software customised for Apple devices running iOS, iPadOS or macOS ('Devices').

The Licensed Application is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Licensed Application. You may not use the Licensed Application in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

You are responsible for ensuring your use complies with any industry-specific rules that apply to you.

2. Scope of Licence

2.1 You are given a non-transferable, non-exclusive, non-sub-licensable licence to install and use the Licensed Application on any Devices that You (End-User) own or control and as permitted by the Usage Rules, with the exception that such Licensed Application may be accessed and used by other accounts associated with You (End-User) via Family Sharing or volume purchasing.

2.2 This licence will also govern any updates of the Licensed Application provided by Licensor that replace, repair, and/or supplement the first Licensed Application, unless a separate licence is provided for such update, in which case the terms of that new licence will govern.

2.3 You may not share or make the Licensed Application available to third parties (unless to the degree allowed by the Usage Rules, and with APPLAYERS LTD's prior written consent), sell, rent, lend, lease or otherwise redistribute the Licensed Application.

2.4 You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof (except to the extent permitted by applicable law or the licence of any open-source components, or with APPLAYERS LTD's prior written consent).

2.5 You may not copy (excluding when expressly authorised by this licence and the Usage Rules) or alter the Licensed Application or portions thereof. You may create and store copies only on devices that You own or control for backup purposes under the terms of this licence, the Usage Rules, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorised third party gains access to these copies at any time. If You sell Your Devices to a third party, You must remove the Licensed Application from the Devices before doing so.

2.6 Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.

2.7 Licensor reserves the right to modify the terms and conditions of licensing.

2.8 Nothing in this licence should be interpreted to restrict third-party terms. When using the Licensed Application, You must ensure that You comply with applicable third-party terms and conditions.

3. Technical Requirements

3.1 The Application requires a supported version of Apple's operating systems (iOS/iPadOS/macOS). Licensor recommends using the latest available version.

3.2 Licensor may provide updates at its discretion. You are not entitled to any update.

3.3 You acknowledge that it is Your responsibility to confirm and determine that the device on which You intend to use the Licensed Application satisfies the technical specifications mentioned above.

3.4 Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.

4. Maintenance and Support

4.1 The Licensor is solely responsible for providing any maintenance and support services for this Licensed Application. You can reach the Licensor at the support email listed in the App Store product page or in §13 (Contact Information).

4.2 APPLAYERS LTD and the End-User acknowledge that the App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

5. Use of Data

Licensor may process your personal information in connection with operating the Application in accordance with our Privacy Policy at https://applayers.io/privacy. Nothing in this EULA limits your statutory data-protection rights.

Licensor may collect technical data (device, OS, diagnostics, usage) to provide support, deliver updates and improve products; such data will be processed in a form that does not directly identify you unless you provide consent or we are otherwise permitted by law.

6. User-Generated Contributions

The Licensed Application may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Licensed Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, 'Contributions'). Contributions may be viewable by other users of the Licensed Application and through third-party websites or applications. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorise us, the Licensed Application, and other users of the Licensed Application to use your Contributions in any manner contemplated by the Licensed Application and this Licence Agreement.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Licensed Application and this Licence Agreement.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libellous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual orientation, or disability.
• Your Contributions do not otherwise violate, or link to material that violates, any provision of this Licence Agreement, or any applicable law or regulation.

Any use of the Licensed Application in violation of the foregoing violates this Licence Agreement and may result in, among other things, termination or suspension of your rights to use the Licensed Application.

7. Contribution Licence

By submitting Contributions you grant us a non-exclusive, worldwide, royalty-free licence to host, use, copy, reproduce, adapt, publish, broadcast, and display your Contributions for the purpose of operating, providing, and improving the Application and related services. We will not sell your Contributions or use them in advertising without your separate consent. You retain ownership of your Contributions. You waive any rights you may have to be identified as the author to the extent permitted by law (moral-rights waiver). We may remove or moderate Contributions that breach this EULA.

8. Liability

8.1 Licensor's responsibility in the case of violation of obligations and tort shall be limited to intent and gross negligence. Only in case of a breach of essential contractual duties (cardinal obligations), Licensor shall also be liable in case of slight negligence. In any case, liability shall be limited to the foreseeable, contractually typical damages. The limitation mentioned above does not apply to injuries to life, limb, or health.

8.2 Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this Licence Agreement. To avoid data loss, You are required to make use of backup functions of the Licensed Application to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Licensed Application, we may suspend or terminate your access to the Application.

8.3 Business users – cap on liability. If You are a business user (acting in the course of business), the Licensor's aggregate liability arising out of or in connection with this EULA shall not exceed the total fees paid (if any) by You for the Application in the twelve (12) months preceding the event giving rise to the liability. Nothing in this EULA excludes or limits liability where not permitted by law, including for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

8.4 Excluded losses. To the extent permitted by law, the Licensor shall not be liable for indirect or consequential loss, loss of profits, loss of business, or loss of data, except where such loss arises from a breach of an essential contractual duty and was foreseeable as a typical outcome when the contract was concluded. This clause does not apply to liability for death or personal injury, fraud, or other liability that cannot be limited by law.

8.5 User indemnity. You agree to indemnify and hold harmless the Licensor from and against any claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) Your breach of this EULA; (b) Your Contributions (including any allegation that they infringe third-party rights or are unlawful); or (c) Your use of the Application other than in accordance with this EULA and the Usage Rules. This clause does not apply to consumers to the extent it would be unfair or unenforceable under applicable law.

9. Warranty

9.0 Disclaimer. Except as expressly stated in this EULA, the Application is provided on an "as is" and "as available" basis and, to the fullest extent permitted by law, without any warranties, representations or conditions (whether express, implied or statutory), including of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

9.1 To the best of Licensor's knowledge at the time of download, the Application does not contain viruses, Trojan horses or other malware, and it functions as described in the user documentation.

9.2 No warranty is provided for the Licensed Application that is not executable on the device, that has been unauthorisedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, whether by You or by third parties, or if there are any other reasons outside of APPLAYERS LTD's sphere of influence that affect the executability of the Licensed Application.

9.3 You should notify APPLAYERS LTD of any defect within a reasonable time after discovery and, in any event, no less than 365 days after discovery or any longer period required by applicable law. Please contact us via the email provided in Contact Information.

9.4 If we confirm that the Licensed Application is defective, APPLAYERS LTD reserves a choice to remedy the situation either by means of solving the defect or replacement.

9.5 In the event of any failure of the Licensed Application to conform to any applicable warranty, You may notify Apple and Your purchase price will be refunded. To the maximum extent permitted by law, Apple has no other warranty obligation with respect to the Application.

9.6 If You are a business user (acting in the course of business), any claim based on defects expires 12 months after the Application was made available. Statutory limitation periods apply to consumers.

10. Product Claims

APPLAYERS LTD and the End-User acknowledge that APPLAYERS LTD, and not the App Store, is responsible for addressing any claims of the End-User or any third party relating to the Licensed Application or the End-User's possession and/or use of that Licensed Application, including, but not limited to:

• (i) product liability claims;
• (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and
• (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Licensed Application's use of HealthKit or HomeKit.

11. Legal Compliance

You represent and warrant that You are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a 'terrorist supporting' country; and that You are not listed on any US Government list of prohibited or restricted parties.

12. Subscriptions

12.1 Trials. If a trial is offered, this will be shown on the price screen before purchase. Unless You cancel at least 24 hours before the end of the trial, Your chosen subscription will start automatically and the fee will be charged.

12.2 Renewal. Subscriptions auto-renew for the same period (e.g., weekly, monthly, yearly) at the then-current price, unless cancelled. Your Apple ID will be charged within 24 hours before the end of the current period. Cancellation takes effect after the then-current period.

12.3 Manage / Cancel. Manage or cancel in Settings → [Your name] → Subscriptions on Your device. Uninstalling the App does not cancel Your subscription.

12.4 Payments. Payment is charged to Your Apple ID at confirmation of purchase or after the trial ends. Prices may vary by region and taxes may apply.

12.5 Refunds. For purchases via the App Store, refund requests must be made to Apple via its support pages.

12.6 Changes. We may change subscription fees with reasonable notice in the App and/or by email. If You do not agree, cancel before the change takes effect.

13. Contact Information

For general inquiries, complaints, questions or claims concerning the Licensed Application, please contact:

14. Termination

14.1 The licence is valid until terminated by APPLAYERS LTD or by You. Your rights under this licence will terminate automatically and without notice from APPLAYERS LTD if You fail to adhere to any term(s) of this licence. Upon licence termination, You shall stop all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application. Upon termination we may remotely disable access to the Application where technically feasible.

14.2 Suspension for cause. We may suspend or restrict access to the Application (including rate-limit certain features) where reasonably necessary to address security risks, fraud, abuse, legal non-compliance or technical harm, and will restore access when the issue is resolved.

14.3 Notice. Where reasonable, we will provide prior notice of suspension; in urgent cases we may suspend immediately and notify You promptly afterwards.

15. Third-Party Terms and Beneficiaries

You must comply with applicable third-party terms and conditions when using the Application.

Apple and its subsidiaries are third-party beneficiaries of this EULA and, upon Your acceptance, may enforce it against You.

Third-party services. The Application may interoperate with third-party services or SDKs. We are not responsible for those services and do not control their terms or privacy practices. Your use of third-party services is at Your discretion and subject to their terms.

16. Intellectual Property Rights

APPLAYERS LTD and the End-User acknowledge that, in the event of any third-party claim that the Licensed Application or the End-User's possession and use of that Licensed Application infringes on the third party's intellectual property rights, APPLAYERS LTD, and not the App Store, will be solely responsible for the investigation, defence, settlement, and discharge of any such intellectual property infringement claims.

Infringement process. If the Application is alleged to infringe a third party's intellectual property right, we may, at our option and expense: (a) modify the Application to remove the alleged infringement; (b) replace it with a non-infringing equivalent; or (c) refund the purchase price paid for the Application (if any) and terminate Your licence. This constitutes Your sole and exclusive remedy for such claims, without prejudice to mandatory consumer rights.

17. Applicable Law

This EULA and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that if You are a consumer resident in another country, You also enjoy any mandatory protections and may bring claims in Your local courts.

18. Miscellaneous

18.1 Severability (blue-pencil). If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

18.2 Collateral agreements, changes and amendments are only valid if in writing (including email). This does not affect any mandatory consumer rights.

18.3 Nothing in this EULA seeks to exclude or limit liability where not permitted by law.

18.4 We may update this EULA from time to time. We will post the new version with an updated 'Last updated' date. Material changes will be notified in-app and/or by email.

18.5 Time bar. Any claim arising out of or in connection with this EULA must be brought within two (2) years of the date on which You became aware (or ought reasonably to have become aware) of the facts giving rise to the claim, unless a longer period is mandated by law.

18.6 Force majeure. We shall not be liable for any delay or failure to perform to the extent caused by events beyond our reasonable control, including acts of God, strikes, outages, denial-of-service attacks, war, government action, or failures of third-party networks or services.

18.7 Assignment. We may assign or transfer our rights and obligations under this EULA (in whole or in part) to an affiliate or in connection with a merger, acquisition or sale of assets. You may not assign Your rights or obligations without our prior written consent.

18.8 No waiver. A failure or delay to exercise any right under this EULA is not a waiver of that right.

18.9 Beta features. From time to time we may offer beta or trial features. Such features are provided as is, may be withdrawn at any time, and are excluded from any service level commitments or warranties to the fullest extent permitted by law.

18.10 Entire agreement. This EULA constitutes the entire agreement between You and the Licensor regarding the Application and supersedes all prior or contemporaneous agreements, understandings or communications on the same subject. You acknowledge that You have not relied on any statement or representation not expressly set out in this EULA.

18.11 Survival. Sections 2, 5, 7–9, 12, 14.2–14.3, 15–18 and the US Addendum survive termination of this EULA, together with any other provisions which by their nature are intended to survive.

US Addendum

The following provisions apply only to users located in the United States:

Arbitration & class-action waiver. Any dispute arising out of or relating to this EULA shall be resolved by binding individual arbitration under the rules of the American Arbitration Association (AAA). Class actions and class arbitrations are not permitted. You may opt out of this arbitration provision within thirty (30) days of first acceptance by emailing hello@applayers.io with the subject line "Arbitration Opt-Out". This section does not apply where prohibited by law.

Small claims. Either party may bring an individual action in small-claims court if eligible.

Rules and forum. The arbitration will be conducted under the AAA Consumer Arbitration Rules. Proceedings may be held remotely (video), on written submissions, or, at Your election, in the county of Your residence.

Fees. Payment of filing, administration and arbitrator fees shall be governed by the AAA Rules.

Delegation. The arbitrator has exclusive authority to resolve any dispute regarding the enforceability, scope or interpretation of this arbitration provision.

Confidentiality. The parties shall keep the arbitration proceedings and award confidential, to the extent permitted by law.

Limitation of damages. To the maximum extent permitted by applicable US law, the Licensor shall not be liable for punitive, exemplary or special damages.