Terms & Conditions of Use

Updated 1st November 2022

MOBILE APP TERMS AND CONDITIONS OF USE

1 General Information

1.1. These Terms of Service (hereinafter referred to as "Terms") govern the "Tempus" mobile application (referred to as "Tempus" or the "Tempus App") including all services provided through the Tempus App and the Tempus website www.vaelly.com.au ("Tempus Services"). The Tempus Services are operated by Vaelly Software Solutions Pty Ltd, which is located at Brisbane, Australia, (hereinafter referred to as "Vaelly" or "we").

1.2 In addition to these Terms, the Privacy Policy available at https://www.vaelly.com.au/privacy-policy details your and our respective rights and obligations in connection with applicable data protection laws, in particular regarding the processing of your sensitive health data.

1.3. The Tempus Services provide people with cycles information and insights about menstrual and reproductive health. Tempus is intended to be used as an application on mobile devices. By tracking the cyclic changes in your body, you can detect patterns, improve your wellbeing, and notice when things are not "normal" for you. We are always developing new features for different life stages that allow you to understand your body better.

1.4. Notwithstanding the requirement for a valid consent to processing your personal data under our Privacy Policy, you must be at least 13 years old (minimum age) to use Tempus's Services without parental consent. If a minor under the age of 13 uses Tempus's Services, we provide the services on the basis of the deemed consent of their parent or legal guardian, both to these Terms and to the use of the Tempus App. Such consent is obtained when a local user account is created prior to first use of the app. The parent or guardian takes full responsibility for the minor's use of Tempus's Services.

(Consent regarding the processing of data in accordance with the applicable data protection laws is obtained separately, see our Privacy Policy, which relates to persons between 13 and 16 years of age)

2 Scope of application and amendments to these Terms

2.1. By using the Tempus Services, you agree to these Terms.

2.2. We will always ask for your consent to material changes to these Terms if they affect any Services (see 6). Material changes are changes to the type and scope of the contractually agreed Services, or the duration and termination of the contract. However, this does not prevent us from improving our services or including additional features or services within the scope of Services.

2.3. We may make non-material amendments to these Terms at any time. We may implement non-material changes without notice or stating further reasons. There are no oral or written side agreements under these Terms.

3 Disclaimer

3.1. The Tempus Services do not provide medical advice. For medical advice that addresses your specific, individual needs always consult a qualified healthcare professional. When using Tempus Services, you agree to use the respective service only for the intended purposes as described in these Terms.

3.2. Tempus is no substitute for a consultation with your healthcare provider, and the use of the Tempus Services is at your own risk. Specific medical conditions can only be diagnosed and treated properly by a qualified healthcare professional. If you feel that the use of the Tempus Services causes you any physical or mental distress, please stop using them and seek medical help. We cannot give you medical advice, but if you have any complaint, comment or feedback on the Tempus Services, you can reach out to us: go to the More menu and then select Feedback to submit a question or comment to our Tempus Support team.

4 General scope of services of Tempus, Tempus Plus and other Tempus Paid Features

4.1. Tempus is designed to provide general information about menstrual and reproductive health and related topics. The app collects the data you enter, for example on menstrual cycles and mood. These data allow statistical data processing that can show you patterns in your menstrual cycle or pregnancy.

4.2. Tempus is a self-management app. This means that Tempus's services are based on the data that you provide, so the information and analysis available in the app depends on the amount and accuracy of the inputs you choose to record.

4.3. Tempus is intended for use on iOS and Android mobile devices in the following app versions:

(a) Usage creating a local user account: In this case, the data is only stored locally on the hard drive of your mobile phone.

4.4. Tempus offers some functions and content free of charge ("Tempus", or the "basic" Tempus App) for a limited trial period, while access to more extensive functions and content is paid (the "Services", see 6 below). The basic Tempus app can be acquired free of charge from the relevant app store (if you have an iPhone, the Apple App Store, or if you have an Android phone, the Google Play Store) on a free time restricted trial. In addition, you can purchase the Tempus Paid Features, from within the basic Tempus App.

4.5. We do not currently or plan to display advertisements within the Tempus app, however we reserve the right to display advertisements on our website or in our app in future. We may also offer the opportunity to donate via the website or app, so that you can support our services.

5 Creating a Tempus account

5.1. Today, Tempus exists only as a local offline application. To use Tempus, you need to create a local account. This requires an acceptance of these Terms and consent to data processing under the terms of our Privacy Policy, including all documents, declarations and consents included therein by reference. Furthermore, you will need to provide a username and optional privacy pin. In addition, you can provide other information as part of your onboarding, in order to personalize your Tempus experience from the start. Local account creation is completed when completing the last step.

5.2. We recommend that you secure your data as permitted by your device (and detailed in the Privacy Policy, e.g. PIN, Face ID or Touch ID).

5.3. We are not obliged to confirm or accept user registrations, and may, at our own discretion, refuse to create an account that may interfere with the Tempus Services. We may accept your registration or order by activating the relevant service, i.e. without making a specific written declaration.

6 Tempus Paid Features (together, the "Services")

6.1. Within the free Tempus App, we offer certain features and enhanced functionality as Services. These are referred to as Paid Features. These services are generally tied to a one-off purchase, i.e. a purchase of the services for a specific fee for access to content

6.2. You can find an overview of the benefits included in paid content subscription on our website. These may change from time to time, as we introduce new features, develop our existing offering and sometimes retire features that aren't working out as planned. The features and content contained in different Services may differ by country and language. The applicable price offer is shown in the relevant app store (Apple App Store or Google Play store) and on the buy screen in-app prior to purchase.

6.3. Like the Tempus app itself, Tempus Paid Content is only available via the third-party platform operators Apple App Store and Google Play Store. Therefore, when you make a purchase within Tempus, you may additionally enter into a separate contract with the respective third-party service provider providing your app store, whose terms and conditions may apply. Depending on the respective third-party service provider’s terms and conditions, you may need to exercise your rights of cancellation and revocation with these service providers (for more details about contract duration and termination see 10).

6.4. The Services are generally available on a one-off basis and are available for the reasonable life of the application and while it is available within the app store.

6.5. If payment cannot be collected, we will be entitled to block access to the relevant Services.

6.6. You agree to provide current, complete and accurate purchase and account information for all purchases made for Services. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You will be responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees due with respect to your purchase of the Tempus Services. By agreeing to these Terms, you acknowledge and agree that you have the financial responsibility for all the Services purchased with your account.

7 Your rights and duties as a user

7.1. You may not transfer your user account to third parties. You may only use Tempus for your own private purposes or for such other purposes as we explicitly agree to in writing (for example, if you are an academic researcher and we enter into a research collaboration agreement).

7.2 Furthermore, you are not permitted to make the access data sent or used for authentication and identification available to third parties or to pass them on to third parties; bypass the access control systems of Services or to take other measures in order to use services without authorization; remove or obscure copyright notices and/or notices regarding trademarks or other intellectual property rights of Tempus, companies affiliated with Tempus or third parties; transfer or assign rights or obligations under these Terms to third parties.

7.3. When using the Tempus App and services provided through the app, you must observe your contractual obligations with third parties, in particular your internet access provider and the relevant app store operator.

7.4. For the best experience of the Tempus Services, you must regularly update your operating systems and the version of the Tempus App on your device. It is also possible that certain activations may be required to make full use of the service. From time to time, the Tempus App may automatically download and install updates and upgrades without specifically informing you. These updates are intended to technically improve and/or enhance the software and service. You agree that we may implement such updates as part of your use of the Tempus Services.

7.5. You are only entitled to a right of set-off insofar as you may have legally established a counterclaim against us, or we do not dispute such counterclaim. A right of retention arises only if and insofar as the counterclaim is based on the same contractual relationship.

7.6 While we make every effort to ensure data is only stored locally, the use of services such as iCloud backup or similar may mean that your data is backed up to the cloud as per normal backup phone procedures. This is entirely at your risk and no guarantees are made regarding the access or security of your backups.

8 Copyright

8.1. All of the content that we make available within the Tempus App or on our website is subject to international copyright law unless otherwise indicated. The reproduction, processing, distribution and any form of commercial exploitation of the content, services and software requires our written consent.

8.2. The use of the services (and/or the provision of input information) does not give you any legal rights, titles or legal interests in our services or software. The service and software are protected by copyright law, trademark law, intellectual property rights and other applicable laws.

8.3. The Tempus app is a copyright protected software program. You as a user are granted a simple, non-exclusive, non-transferable and revocable right for personal use. You are not entitled to decompile, change or edit the App beyond the extent permissible by law. You are not permitted to lease, rent or otherwise transfer the app and/or its contents.

8.4. The commercial use or retransmission of the Tempus Services is prohibited. In particular, you may not copy or publish any part of the Tempus App or website.

9 Liability

9.1. The content that we provide in the Tempus Services has been compiled with the greatest care. However, we cannot accept any liability for the accuracy, completeness and currency of the content. We are also in no way responsible or liable for the content you track or otherwise provide in the Tempus App ("user content"). You are solely responsible for the security of your personal user content. Except to the extent required by law, we accept no liability for the deletion, damage or failure to store user content maintained or transmitted through the use of the Tempus or Paid Services.

9.2. When you use the Tempus Services, you do so expressly at your own risk. The descriptions of our different services - whether the basic free Tempus App, or other Tempus Paid Services - are not subject to any guarantees. We give no guarantee that any of our services can be used to achieve a specific aim, such as that events in your individual menstrual cycle will be correctly predicted, or that Tempus's outputs are complete and accurate.

9.3. We expressly point out that any health-related recommendations provided in the context of the Tempus Services are general in nature and aimed at users who are generally healthy and physically and mentally fit. If you choose to follow any such general recommendations, you do so at your own risk and you should always speak to your qualified healthcare provider.

9.4. Any liability in respect of contractual or other claims made by you as a user depends on the merits of the case and extends only to actual damage suffered

1. which we, our legal representatives or vicarious agents have caused intentionally or by gross negligence,

2. from injury to life, body or health resulting from a breach of duty by us or one of our legal representatives or vicarious agents,

3. in cases of liability under the Australian Consumer, due to us having given a guarantee or due to fraudulent misrepresentation, and

4. which has arisen due to the breach of a fundamental obligation, the fulfilment of which is of fundamental importance to the proper execution of the contract, and which you are entitled to rely on and in fact regularly rely on.

9.5. Liability under 9.4 shall be limited to the reasonably foreseeable damage under these terms.

9.6. In cases other than those specified in 9.4. and 9.5. and notwithstanding the following paragraph, liability on our part is excluded irrespective of the legal grounds.

9.7. The above limitations of liability apply equally to all of our legal entities, employees and vicarious agents. They do not alter the statutory burden of proof.

10 Contract duration, termination, refunds

10.1. In relation to the free Tempus service, you may terminate the contractual relationship with us at any time by from your mobile phone (remember to export your data first if you don't want to lose it). We too may terminate the contract at our sole discretion and without further notice, subject to the following provisions.

10.2. For technical and legal reasons, contractual relationships related to the use of Services that were originally entered into via the Apple App Store or the Google Play Store may need to be terminated via the respective app stores or in the app (e.g. using a feature provided by the respective app store). In such cases, the respective app store provider may act as a reseller of the Services. Their respective terms and conditions may apply.

10.3. The statutory right of both contracting parties to terminate the contract for good cause remains unaffected. Good cause for extraordinary termination of the contract is, for example, deemed to exist if the continuation of the contractual relationship until the end of the normal period of notice is unreasonable, given all circumstances of the individual case and the interests of the user. Good causes for us to exercise this right of termination include, in particular, if you breach applicable law, obligations under these Terms, or obligations under your contract with the Apple App Store or Google Play Store (or if your actions would cause us to breach our contracts with the Apple App Store or Google Play Store).

11 Other provisions

11.1. We endeavour to ensure that the Tempus App operates without disruption and is available to the greatest extent possible, but we point out that complete and uninterrupted availability is not technically feasible. We therefore do not guarantee disruption-free operation or a specific level of availability. In particular, we may restrict access without providing reasons – in whole or in part, temporarily or permanently. In addition, no claims shall exist regarding the maintenance of individual functionalities of the Tempus App. We are entitled at any time to change or remove content, services and functionalities that are provided within the app and to make new content, services and functionalities available or to discontinue the Tempus App entirely; this includes paywalling all or certain services that were previously free of charge, as well as their partial or complete discontinuation.

11.2. We are entitled to transfer the rights and obligations arising under a contract to a third party. Should we wish to transfer the rights and obligations under these Terms, we will inform you in writing about the transfer; you are then entitled to terminate the contract. The notice of termination must be in writing and reach us within 14 days of you receiving the notification of transfer.

11.3. Governing law: The terms are covered by the laws of Queensland, Australia. 11.4. Jurisdiction: To the extent permissible by law, all disputes arising under these Terms shall be heard in the courts of our registered place of business in Brisbane, Australia. Notwithstanding the foregoing, we are also entitled to sue you under these Terms in your place of domicile.

11.5. If individual provisions within these Terms are or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. Any invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective which the contracting parties had pursued with the invalid or unenforceable provision. The above provisions shall also apply in the event that the provisions prove to be incomplete.

12. Dispute Resolution

12.1. Compulsory: If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

12.2. Notice: A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

12.3. Resolution: On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:

• Within 30 days days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

• If for any reason whatsoever, 30 days days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;

• The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing.

• The Parties must each pay their own costs associated with the mediation;

• The mediation will be held in Brisbane, Australia.

12.4. Confidential

All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

12.5. Termination of Mediation: If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

13 Venue and Jurisdiction

The Purchase Services offered by Vaelly Software Solutions is intended to be viewed by residents of Australia and any country where the app has been available for purchase. In the event of any dispute arising out of or in relation to the Application, you agree that the exclusive venue for resolving any dispute shall be in the courts of Queensland, Australia.

14. Governing Law

The Terms are governed by the laws of Queensland, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Queensland, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

15. Independent Legal Advice Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.