1 Applicability of these Terms

1.1 These Terms of Use (the “Terms”) govern your access to and use of (in the broadest sense of the word) the web-based platform (the “Platform”) and/or the mobile application version of the Platform (the “App”) operated and maintained by THE NU B.V., J.H. Oortweg 21 (2333 CH) in Leiden, the Netherlands (“we, or ”us” or “our”) and related services, regardless of how you view them (i.e. via the App or browser).

1.2 “You” or “your” means any natural person (end user) who uses or gets access to the Platform and/or the App via a registered account with a username and password (the “Client Account”).

1.3 By using the Platform and/or the App, you acknowledge to have read, understood, and agree to be bound by these Terms.

2 Prohibited use of the Platform and/or the App

2.1 When using the Platform and/or App, you must:

(a) use best efforts to protect the confidentiality and security of your Client Account and login details for the
Platform and/or App

(b) not threaten or harass other users;

(c) not attempt to bypass geographical or technical restrictions imposed by us on the Platform and/or App;

(d) not remove, obscure, or alter any proprietary rights, marks, or notices that may be affixed to or contained in the Platform and/or App;

(e) not use the Platform and/or App for the processing of infringing or otherwise unlawful content;

(f) not infringe upon our or a third parties’ intellectual property rights, and not commit any other wrongful acts towards us or any other third party;

(g) not make available the Platform and/or App to third parties for commercial or any other purposes except if expressly permitted by us;

(h) not use automated means to access, copy, or otherwise engage with our Platform and/or App beyond using interfaces explicitly provided by us for your use;

(i) not interfere with, limit or impede access to or use of the Platform and/or App for other users;

(j) not acquire access to other users’ accounts, otherwise acquire access to any parts of our Platform and/or App of which you are aware or should reasonably be aware that they were not supposed to be available or accessible to you;

(k) not adapt, modify or reverse engineer the Platform and/or App without our explicit prior written consent;

(l) not intentionally test the security of the Platform and/or App without our explicit prior written consent;

(m) not resell or otherwise re-provide (access to) the Platform and/or App, without our explicit prior written consent;

(n) not tarnish our reputation in any way;

(o) comply with all our instructions (and those of our partners) regarding the use of the Platform and/or the App, including these Terms; and

(p) comply with all applicable laws and regulations regarding online conduct, non-discrimination, intellectual property rights and data protection.

3 Log-in and Client Account

3.1 In order to access or use the Platform and/or App, you will be required to register by creating a Client Account with a username and password. You are solely responsible for maintaining the confidentiality, integrity, and security of your login credentials. You must not share your credentials with any third party, nor permit any other person to access the Platform and/or App using your Client Account. Any activity carried out through your Client Account shall be deemed to have been carried out by you, and you may be held fully liable for any consequences resulting from such use.

3.2 Unauthorized use of your Client Account must be reported immediately. Failure to comply with these obligations may result in suspension or termination of your access to the Platform and/or the App, and, where applicable, may lead to civil or criminal liability.

4 Disclaimer of medical advice and treatment

4.1 The information and services provided or made available by us and/or via the Platform and/or App are intended for general informational, educational, and wellness purposes only. They do not constitute medical advice, clinical diagnosis or treatment, and are not designed or intended to function as clinical decision support tools. Any insights or recommendations provided are strictly for informational purposes and must not be relied upon as a substitute for professional medical advice from a qualified healthcare provider.

4.2 By using the Platform and/or the App you acknowledge that you are aware of the limitations of our services and the limitations of the information provided via the Platform and/or the App.

5 User Generated Content

5.1 You may be able to store, upload, submit or otherwise cause content to be processed via the Platform and/or App (“User Content”). You represent and warrant that (i) you are entitled to provide us (and our partners) with such User Content without infringing any third-party rights, including intellectual property rights and privacy rights; and (ii) the User Content is accurate and not misleading.

5.2 You agree to indemnify and hold us and our partners, and our directors and employees, harmless from and against all third-party liabilities, claims, damages and expenses (including reasonable attorney fees) arising from or relating to any User Content stored, uploaded, submitted or otherwise processed by you via the Platform and/or App.

5.3 We are entitled to remove any of your User Content stored, sent or otherwise processed via the Platform and/or App if necessary to protect our rights, the rights of third parties or if such User Content is violation of any applicable laws. We are entitled to do so with immediate effect and without prior notice, but we will try to inform you in advance to give you reasonable time to mitigate the infringement yourself. To the extent permitted by law, we will inform you of any reports we receive from a third party alleging your infringement of their rights.

5.4 You hereby grants us a worldwide, royalty-free, fully-paid, non-exclusive license to: (i) use the User Content for purposes of providing (and improving) to you the Platform and App and related services, and (ii) use the User Content in anonymized and/or aggregated form for internal business purposes, including the improvement of the Platform and App and related services, for so long as NU maintains the anonymized aggregates of the User Content. You hereby waive any moral rights (morele rechten) that you may have to such User Content or agree to not enforce them in any way against us.

6 Illegal content and notification mechanisms

6.1 You, all other users of the Platform and/or App, and third parties may notify us of content that they believe to be illegal via e-mail at compliance@thenu.com. Notifications must include the following minimum information to be considered valid:

• a clear explanation of why the reported content is believed to be illegal under applicable laws;

• the exact location of the content (e.g., URL or unique content identifier);

• sufficient information to allow us to identify and assess the content;

• the name and contact details of the person submitting the notification (unless anonymity is legally permitted);

• any supporting evidence where available.

6.2 Upon receiving a valid notification, we will assess the report carefully, promptly, and free from arbitrary or discriminatory considerations. If the content is determined to be illegal, we will remove it or disable access to it without undue delay.

6.3 Where action is taken following a notification, you or other user who provided or posted the reported content will be informed of the removal or disabling of their content, along with the reasons for the action and information about available means of redress, unless prohibited by law. We will fully cooperate with competent authorities upon receiving legitimate requests for information or requests to take action concerning potentially illegal content.

6.4 Where possible, we will acknowledge receipt of the notification and inform the notifier of the outcome of their report within a reasonable timeframe.

6.5 You and other users are prohibited from intentionally submitting false or misleading notifications. Abuse of the notice-and-action mechanism may result in suspension or termination of your access to or use of the Platform and/or App.

6.6 We are not subject to a general obligation to monitor content uploaded or shared by our clients and other users, but acts solely based on specific, substantiated notifications.

7 Third party services and content

7.1 Please be aware that your use of third-party goods and services may be subject to additional terms and conditions (e.g. end-user license agreements or EULA’s, instruction manuals). You warrant that you will comply with all such referenced additional terms and conditions.

7.2 Moreover, in order to provide you with a better user experience of the Platform and/or App, we may require the use of third-party technology components which may be subject to your agreement to terms and conditions supplied by these third parties. We strive to indicate the applicability of such additional terms and conditions where possible in a clear manner and will provide these terms and conditions upon your request.

7.3 We may also display, link or provide you with third party content via the Platform and/or App (e.g. via frames or hyperlinks). That content is the sole responsibility and liability of the third party making it available to you. We have no control over such third-party content. We do not make any warranties, representations, or guarantees with respect to the accuracy, veracity or legal status of such third-party content and disclaim any liability in this regard. We encourage you to read each the terms and conditions and privacy notices provided by such third parties on their own website.

8 Data protection and privacy

8.1 In order to provide the Platform and/or App to you, we process personal data in our capacity as data processor. In addition, you may choose to store, upload, send or otherwise submit content containing personal data through the Platform and/or App. For any questions regarding the processing of your personal data, we recommend contacting your data controller.

9 Intellectual property rights

9.1 All our intellectual property rights, including but not limited to any copyrights, trademarks, logos, domain names, design rights, database rights and know-how, in connection with the Platform and/or App including the selection and arrangement of User Content, are and shall remain the sole property of us and, to the extent applicable, our third party licensors.

9.2 These Terms do not grant you any license or other right to use our trademarks, logo’s, designs or other intellectual property, nor do we transfer any of our intellectual property to you.

10 Suspension or termination of services or access to the Platform and/or App & indemnification

10.1 We are entitled to suspend or terminate, with immediate effect and without prior notice, your access to or use of the Platform and/or App, partly or in full, if you, to be determined at our sole discretion, fail to comply with any these Terms. You will not be entitled to any compensation when we exercise these rights. We will use reasonable efforts to notify you of any such decision prior to it coming into effect.

10.2 If you fail to comply with these Terms and cause damages, our decision to suspend or terminate your access to or use of the Platform and/or App will not affect our entitlement to also seek compensation for damages, and we expressly reserve the right to seek compensation of damages and costs.

10.3 You hereby agree to indemnify us and hold us (and our business partners) harmless against any claims for damages arising out of any attributable breach of you of these Terms.

11 Changes to the Platform, App and the Terms

11.1 We are entitled to change, modify, revise or update Platform and/or App at any time, at our sole discretion. We aim to do so with no or minimal adverse impact on your access or use and will use best efforts to inform you of any maintenance in advance.

11.2 We reserve the right to make changes to these Terms at any time. Any changes to the Terms shall enter into effect for all users immediately upon informing you of the changes via email or other appropriate means. If you do not agree to the changed Terms, you must discontinue your use of the Platform and/or App immediately.

12 Warranties

12.1 We exclude to the fullest extent permitted by law all warranties, conditions, or representations with respect to the Platform, and/or the App. In particular, we do not make any guarantees or commitments about the reliability, availability, non-infringement or suitability for your needs of the Platform, and/or App which are provided “as is” and “as available”.

13 Liability and indemnities

13.1 We are not liable for any Direct Damages or Indirect Damages suffered by you, related to the use of the Platform, App or related services, regardless of the nature of the claim (i.e. tort, contract or otherwise. With respect to our liability, we specifically refer to the Medical Advice Disclaimer in Clause ‎4.

13.2 Direct Damages means all costs, losses or damages, whatever the legal basis thereof (i.e. tort, contract or otherwise), directly attributable to a Party’s material breach of these Terms. Indirect Damages means all costs, losses or damages which do not qualify as Direct Damages. Regardless of its qualification under the previous sentence, Indirect Damages shall always include indirect damages, punitive damages, consequential damages, loss of profits, loss of data, loss of savings, immaterial damages, and damage due to business interruption or delay.

13.3 None of the exclusions or limitations stated in these Terms shall apply to damages caused by intent or deliberate recklessness on our part.

13.4 You agree to indemnify and hold us, our partners, and each of their respective directors, employees and agents harmless from and against all third party liabilities, claims, damages, costs and expenses (including reasonable attorney fees) arising from or related to (a) your access to or use of the Platform and/or App and (b) your violation of these Terms.

14 Miscellaneous

14.1 For inquiries, notifications, or requests you can contact us via e-mail at support@thenu.com.

14.2 These Terms are governed by the laws of the Netherlands, without application of its conflict of laws-rules. Disputes will be exclusively submitted to the competent court in Amsterdam, the Netherlands

14.3 These Terms are solely available in English.

14.4 Any failure by us to enforce any provision of the Terms at any time shall not be deemed to be a waiver of its right under these Terms, nor shall it prejudice any of its right to take subsequent action.

14.5 Expiry of these Terms, cancellation or other forms of termination of the Terms or the Services will not affect any existing obligations of you to us, nor will it affect any rights or remedies that have accrued up until the moment of expiry or termination.