Terms of Use

Introduction

These terms and conditions apply to all services and products of Optimize B.V. ("Optimize"), having its registered office at Keizersgracht 285, 1016 ED Amsterdam, the Netherlands, and registered in the register of the Dutch Chamber of Commerce under number 93488866. These terms and conditions (the "Terms of Use") govern your access to and use of the app developed and provided by Optimize (the "App"). You must carefully read and agree to the Terms of Use before opening and using the App. Your agreement to these Terms of Use establishes a contractual relationship between you and Optimize. If you do not agree to these Terms of Use, you may not open or use the App.

Definitions

External Service Providers: are independent third parties such as, but not limited to, independent providers of laboratory testing of your blood.

External Services: include, but are not limited to, services and products provided to you by independent External Service Providers, such as, but not limited to, services provided by blood laboratories. These services are made available to you through the App Services, as defined below.

Optimize: means Optimize B.V., a private limited liability company having its registered office in the Netherlands and registered in the register of the Chamber of Commerce under number 93488866.

Optimize Services: means services that Optimize provides directly to you. These may include, but are not limited to, interpretation of the personal data and other data you have provided to us about your lifestyle and personal data and other data from you that we have received through our External Service Providers so that we can provide you with personalised lifestyle advice.

The Services

The services Optimize offers you (together, the "App Services") are:

1. the Optimize Services;
2. access to and use of Optimize's mobile applications that allow you to request and receive Optimize Services and/or External Services; and
3. collection services and payment processing services so that we can charge you and pass those charges on to External Service Providers for External Services or to Optimize for Optimize Services.

These Terms of Use apply to your use of the App Services in the Netherlands. If you access and use the App Services in another country, terms and conditions specific to that country may apply. You can find those terms and conditions in the App.

Unless otherwise agreed in writing, the App Services are made available to you for your personal non-commercial use only.

Where available, you may request and receive External Services or Optimize Services through the App.

External Services

For External Services, the App acts as a platform that enables External Service Providers to provide you with the External Services. Optimize itself does not perform the External Services. All External Service Providers are fully responsible for their own External Services. Optimize is not responsible for the quality of the performance of services by External Service Providers.

External Service Providers (for External Services) and Optimize (for Optimize Services) are free to accept or refuse a request for the provision of a service. Acceptance of the request will be communicated to you through the App on behalf of the External Service Providers and will result in a direct agreement between you and the External Service Provider(s) (for External Services) and/or between you and Optimize (for Optimize Services). The formation and performance of the direct agreement between you and the External Service Provider(s), including payment, confirmation and communication, take place through the Optimize App.

Some External Services may require you to agree to separate terms and conditions before you can use the relevant External Service(s).

The External Service Provider is responsible for all obligations that may arise from the provision of the External Services.

No Medical Advice

The Optimize Services and the External Services are not intended to diagnose, treat, cure or prevent any medical condition. None of these services or products can serve as a substitute for medical treatment. We reserve the right to suspend or terminate our services to you if we consider that you need to seek medical advice.

If you have a medical or heart condition, seek your doctor's advice before using the App, starting an exercise programme or changing your diet. In case of a medical emergency, stop using the Optimize App immediately and seek advice from a medical specialist.

Unless specifically stated otherwise here, Optimize's devices, services and algorithms have not been approved by health authorities for use for medical purposes. The App does not qualify as a medical device, either. Only your healthcare provider can diagnose you with any disease or medical condition. It is your responsibility to provide your medical records to your healthcare provider for further analysis and possible diagnosis. Please adhere to medical advice from your healthcare provider and do not delay in seeking such advice based on the information you get when using our features.

If you pay for the Optimize Services and External Services, you waive your right to reimbursement of these costs by an insurer. Optimize is not responsible or liable in the event that you are unable to claim any reimbursement for the Optimize Services and/or External Services, nor is Optimize liable to refund any amount.

Terms of Use for the App Services

The App can be downloaded or opened on most modern internet-connected mobile devices equipped with popular operating systems such as Android or iOS.

You are responsible for obtaining the network access required to use the App Services and you are responsible for all fees and costs charged by your mobile network provider, including for data usage while using the App. You are also responsible for access to compatible devices and operating systems required to use the App Services, including software or hardware updates.

To use the App Services, you need to register in the App and create an account. At the time of registration, you must be eighteen (18) years old or be of the age of majority in the country where you register if different from eighteen (18) years old, unless the terms and conditions for the specific External Services impose other age requirements.

You must provide us with certain personal details to register, including your phone number and e-mail address. To use the App Services, Optimize Services or External Services, you may need to provide at least one valid payment method (credit card, debit card or other accepted payment method). You may need to provide additional information, such as your residential address and documents, before you can use certain Optimize Services.

You are not required to log in to or use the App or to use the services of the External Service Providers. If you choose to stop using the App, you may do so without notifying us.

We may temporarily restrict your access to and use of the App Services in the event of a suspected breach of these Terms of Use or if we receive a complaint regarding fraud. We also have the right to block your access to the App, for example in case of multiple entries of an incorrect username and/or password or in the event of suspected unauthorised access or the suspected provision of unauthorised access.

Your account is for personal use only and you may not give anyone else access to your account by sharing your username and password with others.

When you use the App, we may provide you with recommendations for Optimize Services and third-party services (such as dieticians, restaurants or shops). These may include service providers or goods tailored to your lifestyle needs, for example in terms of nutrition, exercise or sleep.

Your Obligations

You must comply with all applicable laws and regulations when using the App Services. You may only use the App Services for purposes permitted by law and for other purposes as stated in these Terms of Use.

You must provide accurate and complete information when registering an account and when using the App Services.

To ensure proper security of your information and the operation of the App, we advise you to always:

1. use the latest version of the App; and
2. use the original and latest version of your phone or tablet's operating system.

Charges and Payment

Credits

In the App you can earn credits, for example as cashback on a blood test or by inviting a friend. Credits are used as a discount on Optimize Services. Credits have no monetary or other value other than in relation to the App, are not transferable or refundable and are not paid out in cash.

Charges for the App Services

Other than the price of a blood test or membership, there is no charge for using the App. However, we reserve the right to introduce usage charges, in which case you will be notified in writing and given the opportunity to terminate these Terms of Use before such charges are implemented. If you choose to terminate these Terms of Use, you can no longer use the App Services.

We reserve the right to introduce a fee for specific features in the App, which may be subject to separate terms and conditions.

Charges for External Services

If you submit a request through the App, you agree to pay the relevant charges as described in the App and you are responsible for any charges or fees associated with your account.

Charges may be changed from time to time in the App.

Charges include all applicable taxes, including VAT.

License

Subject to your compliance with these Terms of Use, we grant you a personal, worldwide, non-exclusive, non-transferable, revocable, non-sublicensable licence to install and/or use the App on your device solely for your use and for you to access and use information made available through the App. Any rights not expressly granted here are reserved to Optimize or Optimize's licensors.

The licence referred to in Clause 9.1 is subject to the following limitations and conditions. You will:

1. not modify, merge, translate, reverse engineer, decompile, disassemble, decrypt, access or otherwise alter the software in the App or attempt to discover its source code; and
2. not provide, disclose, distribute or publish the software in the App (source and object code) or data from the App, make the App or the data available to third parties or permit third parties to use or access the App or data from it, except to the extent expressly permitted under these Terms of Use.

Disclaimer

We offer the App Services "as is" and "as available". The App Services may be subject to limitations, delays and/or other problems inherent in the use of the internet and electronic communications and are not guaranteed to be available at all times and without errors.

Limitation of Liability

Nothing in these Terms of Use limits and/or excludes liability on account of gross negligence or deliberate recklessness. Your rights as a consumer are respected under applicable law.

Under these Terms of Use, we are not liable for matters including, but not limited to, contractual liability, unlawful act (including negligence and misrepresentation), restitution or otherwise where any of the following are related to the use of the App Services: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of expected savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss or damage.

We are not liable for the availability or quality of the External Service Provider's content, products or services.

We are not liable for loss or damage caused by the use of the App, including, but not limited to, loss or damage caused by errors, omissions, delays or failures in performance.

Our total liability to you for the use of the App amounts to five hundred euros (€500).

To the extent permitted by law, we make no warranties and disclaim all liability for any acts or omissions by you or any third party.

Privacy

We process your personal data in accordance with our Privacy Statement. Our Privacy Statement also tells you what technical and organisational measures we take to secure your personal data.

Termination

You are free to use the App Services (if available) at any time, and you may terminate these Terms of Use and the App Services by closing your account.

We may terminate these Terms of Use and your access to the App Services with immediate effect if we conclude that you are in breach of these Terms of Use or any other agreement between you and Optimize applicable to the provision of Optimize Services.

Optimize may terminate these Terms of Use at any time at its sole discretion or terminate the App Services by giving you prior written notice.

Upon termination, remaining credits are not paid out.

If you are an EEA- or UK-based consumer, you have the right to cancel your subscription without giving a reason within 14 days of signing up for or upgrading your membership for paid services.

General

Optimize may amend these Terms of Use from time to time. We will notify you of changes within a reasonable time. You will be bound by such changes once you have been notified in the App and/or by e-mail. If you do not agree to these changes, you are free to close your account in accordance with these Terms of Use.

The invalidity of any provision of these Terms of Use does not affect the validity and enforceability of the remaining provisions of these Terms of Use. All invalid, illegal or unenforceable provisions will be disregarded.

We may assign these Terms of Use or any rights or obligations arising from them without your prior consent in whole or in part, provided that this does not diminish the rights to which you are entitled under these Terms of Use or by law. Unless otherwise agreed, you may not assign these Terms of Use or any rights or obligations arising from them in whole or in part, as your use of the App is personal.

Together with any additional agreements relating to the provision of App Services, these Terms of Use constitute the entire agreement with you and supersede all prior agreements relating to your access to and use of the App Services.

No third-party beneficiaries are listed in these Terms of Use, except as provided in these Terms of Use.

Jurisdiction and Applicable Law

These Terms of Use are exclusively governed by and construed in accordance with Dutch law, with the exception of those rules (if you live in the EU) of consumer protection law in your country that are more beneficial to you, in which case those provisions may apply. The 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG) does not apply.

You may bring legal proceedings relating to the Optimize Services before a competent Dutch court.