What do these Terms cover? These terms of use (“Terms”) govern your access to and use of

(i) the website, www.theparadym.com (the “Site”); (ii) the Paradym mobile application (the “Application”); and (iii) the services we provide from time to time through the Site and the Application, including the “Guided Process”, which is Paradym’s coach-led wellness programme offered through the Application, together, the “Services”.

Our Services are designed to help each of our users (“User”, “you”, and “yours”) build emotional intelligence, by heightening their level of self-awareness and self-knowledge through guided content, exercises, and daily reflections. The Guided Process  is intended to empower each User to break negative patterns to become more confident, resilient and clear-minded through targeted pathways.

The Site and Application are copyrighted works belonging to Paradym Ltd. (“Paradym”, “us”, “our”, and “we”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.

1.1    Why should you read these Terms? These Terms create a legally binding agreement between you and us. By accessing or using the Services, you are accepting these Terms. These Terms tell you who we are, how we will provide Services to you, how you and we may change or end these Terms, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.

1.2   What to do if you don’t want to accept these Terms? If you do not agree with all of the provisions of these Terms, do not access and/or use the Services.

1.3   Which provisions of the Terms should you pay particular attention to? The key terms that you should consider in particular detail are: 3. Changes to these Terms; 6.4 Modification of the  Services; 10. Medical Disclaimer; 11. Our Responsibility for Loss or Damage; 12. Term and Termination; and 13. Your Rights to Cancel.

1.4  Apple’s Appstore Terms Also Apply. Your use of the Application is also controlled by the Apple Media Services Terms and Conditions for your applicable jurisdiction, available here: http://www.apple.com/legal/internet-services/itunes/

2.              INFORMATION ABOUT PARADYM AND CONTACT DETAILS

2.1           Who we are. Paradym Ltd. is a company registered in England and our company registration number is 10392678.

2.2           Where we are based. Our registered office is at 4 Endsleigh Street, Bloomsbury, London, United Kingdom, WC1H 0DS.

2.3           How to contact us. You can contact us by writing to us at pteam@theparadym.com

2.4           How we may contact you. If we have to contact you we may do so by telephone or by email to the address you provided when you registered for an Account.

2.5           Email counts as “in writing”. When we use the words "writing" or "written" in these Terms, this includes emails. For contractual purposes, you: (a) consent to receiving communications from Paradym by email; and (b) agree that all communications that we provide to you by email satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.

3.              CHANGES TO THESE TERMS

3.1           We may revise these Terms. We may revise and make changes to these Terms  in our sole discretion, including to reflect changes in relevant laws and regulatory requirements; to implement minor technical adjustments and improvements, for example to address a security threat; and to reflect any changes in our processes or procedures or ways of doing business.

3.2           Effect of changes. Any revisions or changes will be effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following such posting means that you accept and agree to the changes. The “Last Updated” legend above indicates when these Terms were last changed. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

3.3           Notification of changes. Under certain circumstances, we may also elect to notify you of revisions or changes to these Terms by additional means, such as pop-up or push notifications within the Application or by email.

4.              HOW DO WE DEAL WITH YOUR PERSONAL INFORMATION?

Your submission of information, including personal data, through or in connection with the Services and our use of cookies is governed by the terms of our privacy policy as updated from time to time, available at https://theparadym.com/privacy-policy/ (“Privacy Policy”).

5.              ACCOUNTS

5.1           Account Creation. In order to use certain features of the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form.

5.2           Accurate and up-to-date Information. All the registration information you submit must be truthful and accurate. If for any reason any information you submit becomes untruthful, inaccurate and/or incomplete, you agree that you will update that information to maintain its accuracy.

5.3           What to do if you want to delete your account. You can delete your Account   at any time, for any reason, by following the instructions on the Services. At this point, we should remind you that we also have certain rights to suspend or terminate your Account, these are outlined in Section 12.2.

5.4           You are responsible for your Account. You are responsible for maintaining the confidentiality of your Account log-in information (including, for example, your password). Accordingly, you are responsible for all activities that occur under your Account.

5.5           What to do if you become aware of, or suspect, unauthorised use of your Account. You should notify us immediately if you suspect or become aware of any unauthorised use of your Account or any other breach of security.

5.6           You have authority to enter into these Terms. By accessing and using the Services, and registering for an Account, you warrant that you have the right, authority and capacity to enter into these Terms.

5.7           The Services are not intended for use by minors. The Services are offered and available to users who are 18 years of age or older. By registering for an Account, placing an Order, and using the Services, you represent and warrant that you are of legal age to form a binding contract with us. If you do not meet these requirements, you must not access the Services.

6.              ACCESS TO THE SERVICES

6.1           Licence. Subject to these Terms (in particular, the restrictions described in Section 6.2), Paradym grants you a licence to use and access the Services on the basis that this licence is:

(a)           not a commercial licence – you can only access and use the Services for your own personal, non-commercial uses (i.e., not for your business);

(b)           non-transferable – you can’t pass this right to someone else;

(c)           non-exclusive – other people can access and use the Services;

(d)           revocable – we have the right to remove your ability to use the Services in accordance with these Terms; and

(e)           limited – the licence does not extend beyond what has just been described above.

6.2           Restrictions.

Your right to use the Services is subject to the restrictions listed below. Except as expressly set out in these Terms or as permitted by any local law, you undertake:

(a)           not to use the Services for any commercial purpose or for any purpose that is fraudulent or otherwise unlawful;

(b)           not to interfere with the operation or fair play of the Services and to comply with our Acceptable Use Policy (see the Acceptable Use Policy section below);

(c)            not to copy the whole or any part of the Services, except where such copying is incidental to the normal use of the Services for its intended purposes, or where it is necessary for the purpose of back-up or operational security;

(d)           not to reproduce, republish, reuse, upload, post, transmit or distribute any content presented in or provided by the Services, including without limitation for public or commercial purposes, including any text, images, audio and video;

(e)           not to rent, lease, sub-license, loan, distribute, time-share, translate, merge, adapt, vary or modify the whole or any part of the Services;

(f)             not to make alterations to, or modifications of, the whole or any part of the Services, or permit the Services or any part to be combined with, or become incorporated in, any other product or service;

(g)           not to disassemble, decompile, reverse-engineer, derive any code or algorithms or create derivative works based on the whole or any part of the Services or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Services with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Services with another software program; (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and (iii) is not used to create any software that is substantially similar to the Services;

(h)           not to sell, resell, link to, exploit, provide or otherwise make available the whole or any part of the Services (including object and source code), in any form to any person without prior written consent from us;

(i)             not to remove any copyright, trademark or other proprietary rights notices from the Services, and to include our copyright notice on any copies you make of the Services on any medium; and

(j)             that you are responsible for obtaining and have obtained any and all necessary authorisations, consents and permissions, including from any third party, to the extent that you submit, post, transmit or otherwise process personal data using the Services.

6.3           Operating System Requirements. In order to access the Services through the Application, the Application requires an iOS or Android device.

6.4           Modification of the Services. Paradym reserves the right, at any time, to modify, suspend, or discontinue Site, the Application, and any Services or other content we provide (in whole or in part). We may do this with or without notice to you. You agree that Paradym will not be liable to you or to any third party for any such modification, suspension, or discontinuation of the Services or any part thereof.

6.5           No Support or Maintenance. You acknowledge and agree that Paradym will have no obligation to provide you with any support or maintenance in connection with the Services.

6.6           Ownership. Excluding any User Content (this term is defined below) that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Services and related content are owned by Paradym, Paradym’s licensors or suppliers or, in the case of other users’ User Content, other users of the Services, as applicable. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, ownership or similar interests in or to such intellectual property rights, except for the limited access rights expressly set forth in Section

6.1. Paradym and its licensors or suppliers reserve all rights not granted in these Terms. There are no implied licences granted under these Terms.

7.              SUBSCRIPTIONS AND SUBSCRIPTION FEES

7.1           Free Trial. Users who have registered for an Account will receive free access to all features of our Services for an initial period of five (5) days (the “Free Trial Period”).

7.2           Subscription Fees. On expiry of the Free Trial Period, Users will only have access to our Services [1] [2] [3] [4] on payment of a monthly subscription fee, at the rate set out on our subscription order page, and which will be made clear to you during the Order process (the “Subscription Fee”). For the purposes of this Section 7, a month constitutes thirty (30) calendar days.[5] [6] 

7.3           Method of payment. You can make an order to purchase a subscription within the Application, where allowed by our Application marketplace partners (an “Order”). Please

note that if you make an Order through the Apple iTunes Store or through our Application on an iPhone, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide refunds. If you make an Order through the Google Play Store, the sale is final, and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide refunds. We accept payment by Credit Card, Visa, Visa Debit, Mastercard, American express, and PayPal.

7.4           Payment of Subscription Fees. The Subscription Fee must be paid in monthly instalments, on the anniversary of the date of your first payment. For each month that your subscription is active, you acknowledge and agree that Paradym is authorised to charge you using the same credit or debit card as was used for the initial Subscription Fee (the “Payment Method”). The monthly renewal Subscription Fee will continue to be billed to the Payment Method you provided, automatically until cancelled. You must cancel your subscription before it renews each month in order to avoid billing of next month’s Subscription Fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period. Please refer to Section 13 with regards to your cancellation rights.

7.5           You must notify us of changes to your Payment Method.  You  agree  to promptly notify Paradym of any changes to the Payment Method you provided while any subscription remains outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by you.

7.6           We may receive updated credit card information directly from your issuer. In the course of your use of the Services, Paradym and its third party payment service provider may receive and implement updated credit card information from your credit card issuer in order to prevent your subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to Paradym and Paradym’s third party payment service provider at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.

7.7           Services are made available on confirmation of your  purchase  of  a subscription. Our obligation to provide the Services comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and send you an email to confirm your access to the subscription purchased. Please quote the Order number in all subsequent correspondence with us. All prices exclude local taxes and VAT unless otherwise stated. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Services purchased through Paradym for commercial purposes.

7.8           Changing Subscription Fees. We reserve the right to change our subscription plans or adjust pricing for our Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

8.              USER CONTENT

8.1           User Content.  “User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile, diary or any other postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.

8.2           How User Content cannot be used. You confirm and promise to us that your User Content does not and will not violate our Acceptable Use Policy (defined in Section 8.6). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Paradym. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.

8.3           Backing up User Content. Paradym is not obligated to backup any User Content, and your User Content may be deleted from the Services at any time without prior notice – accordingly we recommend you store and backup copies elsewhere. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

8.4           Licence for Paradym to use your User Content. So that we can operate the Services, host and display your User Content, you grant (and confirm and promise to us that you have the right to grant) Paradym a licence to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content on the basis that such licence is:

(a)           irrevocable – once agreed, you cannot remove or restrict our right to use your User Content as described above;

(b)           non-exclusive – you and, if you let them, other people can use your User

Content;

(c)           royalty-free and fully-paid – we don’t have to pay you (either now or in

the future) to use your User Content in the fashion described above;

(d)           worldwide – we can use your User Content in fashion described above anywhere in the world; and

(e)           sub-licensable – you allow us to authorise, solely for the purposes of including your User Content in the Services, other business and individuals to use the licence describe above.

8.5           Moral rights waiver. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

8.6           Monitoring. You agree that we have no obligation to monitor User Content that you or any other person provides or makes available on or through the Services. However, you agree that we may in our absolute discretion, monitor, alter, remove or refuse to post any such User Content for any reason. The opinions expressed in User Content reflect solely the opinions of the user and do not necessarily reflect our opinions. We are not responsible for the accuracy, truthfulness or completeness of any User Content and we will not be liable to you for any loss or damage caused by your reliance on such User Content. You are responsible for your relationship with other users of our Services. However, we reserve the right, but are not obliged, to monitor disputes between you and other users.

8.7           Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a)           Protection of our reputation and third party rights. You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libellous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b)           Protection of our systems. In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;

(iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

8.8           How might we enforce these Terms if you violate them? We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person – the action we take will

be determined by us acting in our sole discretion. Examples of action that we might take could include: (i) removing or modifying your User Content, (ii) terminating your Account in accordance with Section 11.1, and/or (iii) reporting you to law enforcement authorities.

8.9           Feedback. If you provide Paradym with any feedback or suggestions regarding the Services (“Feedback”), you hereby transfer to Paradym all rights in such Feedback. You also agree that Paradym shall have the right to use and fully exploit such Feedback and related information in any manner it considers appropriate.

8.10        Do not send us confidential information in User Content or Feedback. Please note that the User Content and Feedback you provide to Paradym will not be treated as confidential information – accordingly, you agree not to submit to Paradym any information or ideas that you consider to be confidential or proprietary.

9.              THIRD-PARTY LINKS & ADS; OTHER USERS

9.1           Third-Party Links & Ads. The Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Where the Services contain links to Third-Party Links & Ads, these links are provided for your information and convenience only. We have no control over the contents of those sites or resources. Paradym does not review, approve, endorse or make any promises with respect to Third-Party Links & Ads.

9.2           You use Third-Party Links & Ads at your own risk. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, not these Terms.

9.3           Other Users. Each User of Services is solely responsible for any and all of its own User Content.

10.           MEDICAL DISCLAIMER

10.1        We are not a health care provider and do not provide medical  advice. Paradym is a provider of online guided content, exercises, and daily reflections in the health &  wellness space. We are not a health care or medical device provider, nor should our Services be considered medical advice. Only your physician or other health care provider can do that. We make no claims, representations or guarantees that the Services provide a therapeutic benefit.

10.2        Health information is provided for convenience only. Any health information and links on the Services, whether provided by Paradym or from outside providers, is provided simply for your convenience.

10.3        We are not responsible for your decisions and actions. Any advice or other materials in the Services are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your individual condition and circumstances. The advice and other materials we make available

are intended to support the relationship between you and your healthcare providers (if applicable) and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Services.

11.           OUR RESPONSIBILITY FOR LOSS OR DAMAGE

11.1        The Services are not bespoke to you. You acknowledge that the Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services meet your requirements.

11.2        We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or our failing to use reasonable care and skill, 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 these Terms are entered into and both we and you knew it might happen.

11.3        We are not liable for business losses. As noted above, we only make the Services available for your domestic and private use. If you use the Services for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

11.4        No liability for User Content. We do not control User Content and you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content.

11.5        No liability for User interactions. Your interactions with other Users are solely between you and such Users. We simply host the Services and do not control your interactions with other Users. You agree that Paradym will not be responsible for any loss or damage incurred as the result of any such interactions.

11.6        No liability for damage caused by unauthorised access. We will not be responsible for any loss or damage incurred as a result of unauthorised access to your Account which is not within our reasonable control, including where you fail to comply with Section 5.5.

11.7        What we do not exclude. Nothing in these Terms shall limit or exclude our liability for:

(a)           death or personal injury resulting from our negligence;

(b)           fraud or fraudulent misrepresentation;

(c)           any other liability that cannot be excluded or limited by English law.

12.           TERM AND TERMINATION

12.1        Duration of Terms. Subject to this Section 12 and Section 13, these Terms will remain in full force and effect while you access and use the Services.

12.2        When we might suspend or terminate your Account or Services access. We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms.

12.3        What happens when these Terms terminate? Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases – for this reason, we recommend you pay particular attention to Section 8.3 (Backing up User Content).

12.4        What terms will continue after these Terms have been terminated?  Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 6.2 to 6.6, Sections 8 to 11, and Section 14.

13.           YOUR RIGHTS TO CANCEL

13.1        You can cancel a subscription at any time. Since your subscription includes a digital element, by placing your Order you hereby acknowledge and agree that we may start your subscription immediately once we send you confirmation of your purchase by email according to Section 7.7. You may cancel a subscription you purchased at any time but any cancellation will be effective at the end of the applicable monthly period and you acknowledge and agree that you will lose your right to a refund in respect of that monthly period.

13.2        How to cancel. Please make any such cancellation through the Apple iTunes Store or our Application on an iPhone, you may cancel your subscription by cancelling automatic renewal of paid in-app subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify. If you purchase a subscription through the Google Play store you may cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play.

14.           OTHER IMPORTANT TERMS

14.1        Headings and Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.

14.2        Corporate and other consumer communities. While Paradym is aimed at consumers like you, there is increasing interest by large consumer communities (corporations, universities, hospitals, etc.) (“Communities”) to introduce the Services to their employees and members. In some cases, these Communities may supplement these Terms with their own terms and conditions. In such event, these Community terms and conditions shall also apply to

your use of the Services. In the event of any conflict with such additional terms and these Terms, these Terms shall prevail.

14.3        We may transfer these Terms to someone else. We may transfer our rights and obligations under these Terms to another organisation – for example, this could include another member of our group of companies or someone who buys our business. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms.

14.4        Nobody else has any rights under these Terms. These Terms are between you and us. No other person shall have any rights to enforce any of its terms.

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

14.6        Even if we delay in enforcing these Terms, 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 these Terms, 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.

14.7        The laws that apply to these Terms and where you  may  bring  legal proceedings. These Terms are governed by English law and we both agree to submit to the non-exclusive jurisdiction of the English courts. This means that if you reside in the EU, you may bring a claim to enforce your consumer protection rights in connection with these Terms in England or in the EU country in which you live.

14.8        Copyright/Trademark Information. Copyright © 2020 Paradym Ltd. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

14.9        Contact Information. If you wish to contact us in writing, or if these Terms require you to give notice to us in writing, please contact us at pteam@theparadym.com