ALGOCYTE SERVICES TERMS AND CONDITIONS

OXFORD IMMUNE ALGORITHMICS LTD

These terms tell you the rules for using our Algocyte Platform, accessible via our site https://wellness.algocyte.com, https://uk.algocyte.com and/or derivate sites, our Algocyte mobile app, and the Services provided by, and via, the Algocyte Platform. Please read these terms and conditions carefully before using our Services.

1. Overview

Algocyte is a personal health data platform provided both on a website and on a mobile app.Through it, Users can review and share personal health data that has been, or they have, uploaded onto the platform. Access to the Algocyte platform is provided free of charge.

The Algocyte Service is a blood testing service provided via the Algocyte platform. Through it, Subscribers can have their blood analysed via the provision of a home blood testing kit, called the Algocyte Kit, and the analysis results uploaded onto the Algocyte platform. The Algocyte Service is provided at a cost.

You need to be an Algocyte platform User to Subscribe to the Algocyte Service, but you need not Subscribe to the Algocyte Service in order to use the Algocyte platform itself.

These terms of use cover use of the Algocyte platform. Appendix 1 provides the additional terms of use which cover paid access to the Algocyte Service as accessed via the Algocyte platform.

2. Introduction

The Algocyte platform is provided both via a website and a mobile app, operated by Oxford Algorithmics Ltd (OIA/we/our/us). We are registered in England and Wales under company number 11588155 and have our registered office at Davidson House, The Forbury, Reading, England, RG1 3EU and our VAT number is GB314398694.

To contact us, please email support@algocyte.com, telephone our Customer Service line on 0118 228 0980, or write to us at 6 Richfield Place, 12 Richfield Avenue, Reading, RG1 8EQ.

If we have to contact you, we will do so by contacting you at the email address or telephone number you provided to us when signing up to access the Algocyte platform.

By using our Algocyte platform, you confirm you accept these general terms of use and that you agree to comply with them. By using the optional Algocyte Service, you confirm you accept the further, specific terms of use in Appendix 1 and that you agree to comply with them also.

If you do not agree to these terms, you must not use our Services. We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you

These terms of use refer to the following additional terms, which also apply to your use of our Services:

· Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you or third parties might provide to us

· Our Cookie Policy, which explains how we, or third parties, may use cookies

· The agreement between you and your Provider for access to the Algocyte Service

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use our Services, please check these terms to ensure you understand the terms that apply at that time.

Definitions

The following definitions are used throughout these terms:

· OIA: Oxford Immune Algorithmics Ltd., the end provider of the Algocyte platform and Algocyte Service

· Services: the services provided by OIA, being the Algocyte platform and the Algocyte Service

· User: you, the individual signing up to access the Algocyte platform. Each individual User is allocated an individual User account on the Algocyte platform

· Subscriber: an individual Subscribing to the optional Algocyte Service, should they choose to do so

· Provider: a healthcare provider, who may organise and oversee the testing regime of a Subscriber. Each individual Provider is allocated an individual User account on the Algocyte platform. It is not necessary to have a Provider to become a User or Subscriber

· Subscribe: entering a contract to pay for the Algocyte Service, and providing the necessary details to do so

· Subscription: your agreement to pay for the Algocyte Service, including the agreed frequency of payments and Algocyte Kit provision

· Algocyte Kit: a home blood testing kit provided as part of the Algocyte Service

· Algocyte Service: a home blood testing service provided via the Algocyte platform, allowing for Algocyte Kits to be purchased and delivered to you by the Amazon store. The service includes the analysis of the blood test, and uploading the blood test result onto the Algocyte platform

3. Our Services

The Algocyte platform allows Users to access their blood test results and trends, and to screen their blood test results. It also allows them to authorise any other User to access and remotely monitor their blood test results and trends, and to screen their blood test results.

If you become a Subscriber to the Algocyte Service, blood samples will be collected via our Algocyte Kits, sent directly to your home when you purchase a Algocyte Kit from the Amazon store. The Algocyte Kit will contain instructions on how to use it and on posting it back to us.

If you become a Subscriber to the Algocyte Service and you have a Provider, they may supply you with the Algocyte Kit at their clinic. If the Provider is managing the blood collection, then they will post the blood sample to us. It is not necessary to have a Provider to Subscribe to the Algocyte Service.

Once the blood analysis has been performed, we will notify you of your results. If you have given any other Users access to your data, they will also be notified, which will include your Provider if you have one.

If you wish to become a Provider of the Algocyte Service, please contact us to discuss.

We may make changes to our Services

We may update and change our Services from time to time, for example to reflect changes in relevant laws and regulatory requirements, or to implement minor technical adjustments and improvements. Such changes may affect the experience provided when accessing our Services, but will not prevent use of the Service itself. We will try to give you reasonable notice of any major changes.

We may suspend or withdraw our Services

We do not guarantee that our Services will always be available or be uninterrupted. We may suspend, restrict or withdraw the availability of all or any part of our Service for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

Warranties and Guarantees

We exclude all implied conditions, warranties, representations or other terms that may apply to the Services or any data or content provided by the Services.

The Services are provided on an “As is” and “As available” basis, and we do not represent, warrant or guarantee that:

a) The Services will meet your requirements;

b) The Services will be uninterrupted, timely, secure or error-free; or

c) Any products, services, information or other material purchased or obtained by you though the Services will meet your personal expectations or be of a certain quality.

The use of our Services is at your sole risk. The information on the Algocyte platform is not medical advice. You must obtain professional advice before beginning, adjusting or delaying any particular course of action on the basis of information provided by the Algocyte platform.

4. We may transfer this Agreement to someone else

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.

5. You must keep your algocyte Account details safe

If you choose, or you are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@algocyte.com.

6. How we may use your personal information

We will only use your personal information as set out in our Privacy Policy.

It is possible through the Algocyte platform for Users to share their data with other Users, including their Provider if they have one. You will be asked to provide your explicit consent to the processing of your personal data and the sharing of your data by us, in order to permit this.

7. How you may use our Services

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

You must not use any part of the content from our Services for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our Services in breach of these terms of use, your right to use our Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

You may not use our Services:

· In any way that breaches any applicable local, national or international laws or regulations;

· In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

· To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

· To knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or

· In any manner that interferes with, damages or disrupts our operations, business, equipment, network, software or websites, or that owned or used by any third party.

Failure to comply with these terms of use is a material breach of the terms on which you are permitted to use the Services. This may result in our taking all or any of the following actions:

· immediate, temporary or permanent withdrawal of your right to use the Services;

· issue of a warning to you;

· legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

· further legal action against you; or

· disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

8. We are not responsible for websites we link to

Where our Algocyte platform provides links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

9. We are not responsible for viruses

We do not guarantee that our Algocyte platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Algocyte platform. You should use your own virus protection software.

10. Our responsibility for loss or damage suffered by you

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 and for fraud or fraudulent misrepresentation.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

· use of, or reliance on any data or content provided by, the Services; or

· inability to use the Services.

It is your sole responsibility to act on any results that we present to you by consulting with your usual doctor or hospital provider.

Please note that we only provide our Services for domestic and private use. You agree not to use our Service for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.By accepting these Terms and using our Services, you agree that you shall indemnify and hold harmless OIA and each of their affiliates, licensors, and each of their officers, directors, other users, employees, attorneys, and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:

· your violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein;

· your violation of any rights of any third party; or

· your use or misuse of the Services.

11. Rules about linking to our Service

You may link to our Algocyte platform home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

We reserve the right to withdraw linking permission without notice.

12. Intellectual property rights

We are the owner or the licensee of all intellectual property rights in our Services, and in the material published in the provision of these Services. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

By using our Services you agree not to infringe our intellectual property rights (or those of any third party) except to the extent that such use is licensed by these terms.

13. Which country's laws apply to any disputes?

Please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

14. Other Important Terms

If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Appendix 1

Algocyte Service Subscriber

TERMS OF USE

These terms tell you the rules specific to using our Algocyte Service. It is not compulsory to Subscribe to the Algocyte Service to be a User of the Algocyte platform more generally, but these terms will apply should you choose to Subscribe to the Algocyte Service. The Algocyte Service may be accessed directly by Subscribers and can also be accessed by your Provider, if you have one. Please read these terms and conditions carefully before using our Services.

1. Accessing our Algocyte Service. You can access our Algocyte Service directly from the Amazon store by purchasing a Algocyte home test kit. . You do not need to commit to periodic payments to become a Subscriber to the Algocyte Service.

2. Using the Algocyte Service. Upon becoming a User of the Algocyte platform, you will be asked to accept these terms and conditions for our Algocyte Service. Orders can only be accepted after you have become a User of the Algocyte platform, which will also signal acceptance of the Terms of Use for the Algocyte Service. Once your first order has been accepted and activated on the Algocyte Platform, you will become a Subscriber to the Algocyte Service.

3. Placing an order. You may purchase occasional or periodic Algocyte Kits through the Algocyte Service by visiting the Amazon Store. Payment details will be required upon your first order and will processed by Amazon..

4. If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Algocyte Service. This might be because our Algocyte Kits are out of stock, because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the Algocyte Service.

5. Your order confirmation. When you activate your Algocyte Kit on the Algocyte Platform, we will we use the provided Kit Code as a way to track your order. It will help us if you can tell us the Kit Code whenever you contact us about your order.

6. Subscription service. You may purchase recurrent Algocyte Kits through a Subscription on the Amazon Store. Your application for a Subscription constitutes an offer to us to buy the Algocyte Service via our Subscription service, which enables you to receive an Algocyte Kit on a regular basis (e.g. every month).

7. Subscription payments. Our Subscription service consists of an initial charge followed by recurring periodic Subscription charges as agreed to by you. By entering into a Subscription contract for the delivery of Algocyte Kits, you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges without further agreement by you, until you give us notice that you wish to terminate your Subscription in accordance with these terms, or you wish to change your method of payment. Such notice will not affect charges submitted before we could reasonably act. You can terminate your subscription at any time by visiting your Amazon store.

8. Where we sell the Algocyte Service. We only provide the Algocyte Service to patients located in the UK. Unfortunately, we do not accept orders from or deliver testing kits to addresses outside the UK.

9. We are not responsible for delays outside our control. If the Algocyte 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, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for the Algocyte Service you have paid for but not received.

10. What to do if you do not receive your Algocyte Kit. If you do not receive your Algocyte Kit, please contact Amazon customer support. They are the responsible party for the delivery of Algocyte Kits to you.

11. Blood testing process and time frame. Once the contract between us has come into existence and we have received your blood sample, it may take up to 2 weeks for us or our subcontractor to process it and conduct the analysis. Once the analysis has been performed, we will notify you of your results.

12. Ownership of and responsibility for Algocyte Kit. The Algocyte Kit issued to you will remain our property, but will be your responsibility from the time you take possession of it until you post it back to us.

13. Contaminated blood sample. If we cannot conduct the blood analysis because your sample has been contaminated or has deteriorated, we will securely destroy that sample and we will initially send another Algocyte Kit directly to you, at no additional cost to you. If you would prefer to provide another blood sample, you can order additional Algocyte Kits through the Amazon store.. In order to avoid contamination or deterioration of the sample, it is important that you carefully follow the instructions provided to you. Once a new sample has been taken, this should be returned to us as described above. We reserve the right to charge for replacement Algocyte Kits where it might reasonably be concluded that the Subscriber is at fault for repeated failed samples.

14. What will happen if you do not give required information to us. We may need certain information from you so that we can provide the Algocyte Service to you, which is not necessary to become a User of the Algocyte platform. You will be advised of any missing information during the ordering process.

15. Reasons we may suspend the provision of the Algocyte Service Service to you. We may have to suspend the provision of the Algocyte Service to:

(i) deal with technical problems or make minor technical changes; or

(ii) update the Algocyte Service to reflect changes in relevant laws and regulatory requirements.

16. Your rights if we suspend the provision of the Algocyte Service. We will contact you in advance to tell you that we will be suspending the provision of the Algocyte Service, unless the problem is urgent or an emergency. You may contact us to end the contract for the provision of the Algocyte Service if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 1 month and we will refund any sums you have paid in advance for the Algocyte Service. If we have already received your sample, we will, of course, destroy it securely.

YOUR RIGHTS TO END THE CONTRACT

17. You can always end your contract with us. Your rights when you end the contract will depend on the reason for ending the contract:

(i) If the Algocyte Services provided are faulty or misdescribed you may have a legal right to end the contract (or to get the Algocyte Service re-performed, or to get some or all of your money back);

(ii) If you want to end the contract because of something we have doneor have told you we are going to do, see clause 18;

(iii) If you have changed your mind about the Algocyte Service, see clause 19. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions; and

(iv) In all other cases (if we are not at fault and there is no right to change your mind), see clause 23.

18. Ending the contract because of something we have done or are going to do. you are ending a contract for a reason set out at (i) to (iii) below, the contract will end immediately and we will refund you in full for the Algocyte Service which have not been provided and you may also be entitled to compensation. The reasons are:

(i) we have told you about an error in the price or description of the Algocyte Service and you do not wish to proceed;

(ii) there is a risk that the provision of the Algocyte Service may be significantly delayed because of events outside our control; or

(iii) we have suspended the provision of the Algocyte Service for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 1 month.

19. Exercising your right to change your mind (Consumer Contracts Regulations 2013).. You have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

20. When you don't have the right to change your mind. You do not have a right to change your mind once we have completed the Algocyte Service even if the cancellation period is still running.

21. How long do I have to change my mind?

(i) You have 14 days after the day we write to you to confirm we accept your order and the contract has come into existence,as set out in Clause 2

(ii) If you have asked us to provide the Algocyte Service before the expiry of the 14-day cancellation period, but subsequently decide to cancel the contract after we have started to provide the Algocyte Service but before we have completed them, then you must pay us for the Algocyte Service provided up until the time you tell us that you have changed your mind. However, once we have completed the Algocyte Service, i.e. reported your blood test results on the Algocyte platform, you cannot change your mind, even if the 14-day cancellation period is still running.

22. Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see Clause 20), you can still end the contract before it is completed, but you may have to pay us compensation. The contract for the Algocyte Service is completed when we have reported your blood test results on the Algocyte platform. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for the Algocyte Services not provided.

23. Cancelling your Subscription. You can cancel your Subscription at any time. You will not be charged for any cancellation. To avoid receiving a further delivery from us, you will need to cancel your Subscription at least 5 days before your next chosen or allocated delivery date. To cancel your Subscription, contact us. You can re-Subscribe at any time following your cancellation, but we reserve the right not to permit re-Subscription where we have previously elected to terminate a Subscription by you. We reserve the right at our absolute discretion not to renew your Subscription at any time without giving reasons for our decision.

HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)

24. Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

(i) Phone or email. Call customer services on 0118 228 0980 or email us at support@algocyte.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.

(ii) By post. Print off the cancellation form at the end of this document and post it to us at the address on the form. Or, simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.

25. Returning the Algocyte Kit after ending the contract . If you end the contract for any reason after you have received the Algocyte Kit, you do not need to return it to us. Please dispose of it in your general waste.

26. How we will refund you . We will refund you the price you paid for the Algocyte Service by the method you used for payment. However, we may make deductions from the price paid, as described in Clause 28 below.

27. When your refund will be made . We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then your refund will be made within 14 days of your telling us that you have changed your mind.

OUR RIGHTS TO END THE CONTRACT

28. We may end the contract if you break it . We may end the contract for the Algocyte Service at any time by writing to you if:

(i) you do not, within a reasonable time of our asking for it, provide us with information that is necessary for us to provide the Algocyte Service;

(ii) you do not, within a reasonable time, allow us to deliver the testing kit to you; or

(iii) you do not, within a reasonable time, provide us with your completed testing kit.

29. You must compensate us if you break the contract . If we end the contract in the situations set out in Clause 30 we will refund any money you have paid in advance for the Algocyte Service we have not provided, but we may deduct reasonable compensation for the net costs we will incur as a result of your breaking the contract.

30. We may stop providing the Algocyte Service. We may write to you to let you know that we are going to stop providing the Algocyte Service. We will let you know at least 1 month in advance of our stopping the provision of the Algocyte Service and will refund any sums you have paid in advance for the Algocyte Service which will not be provided.

PRICE AND PAYMENT

31. Where to find the price for the Algocyte Service. The price of Algocyte Service is available on our Algocyte platform, or you may contact us for pricing details. The price of the Algocyte Service (which includes VAT) will also have been set out:

(i) if you have made an order or Subscribed via the Algocyte platform, on the order pages when you placed your order or Subscription; or

(ii) We take all reasonable care to ensure that the price of the Algocyte Service advised to you is correct. If you think the price quoted by us is wrong, please contact us promptly to let us know.

32. What happens if we got the price wrong . . It is always possible that, despite our best efforts, the Algocyte Service may be incorrectly priced. We will normally check prices before accepting your order so that, where the Algocyte Service’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Algocyte Service’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, and refund you any sums you have paid.

33. How to Pay. Payment details will be required upon your first order, and will be stored for future orders. If you make an order, you will make a one-off payment using the payment details provided. If you sign up to a Subscription, you will make recurring payments. Payments will be processed by a vetted payment provider.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

34. 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 this contract, or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen (for example, if you discussed it with us during the sales process).

35. 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; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Algocyte Services, including that they are as described and match the information provided to you; are of satisfactory quality; are fit for any particular purpose made known to us; and are being supplied with reasonable skill and care; and liability under the Consumer Protection Act 1987 for defective blood testing kits.