TERMS & CONDITIONS

END USER LICENSE AGREEMENT (“EULA”) FOR CIRCLE PASS

ENTERPRISES LIMITED : IMPORTANT – PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING TO USE OUR SERVICES, AND/OR DOWNLOADING OUR SOFTWARE, AS YOUR AGREEMENT TO THEM CONSTITUTES A LEGALLY BINDING AGREEMENT. IT IS YOUR SOLE RESPONSIBILITY TO PERIODICALLY REVIEW THIS EULA AND YOUR CONTINUED USE OF THE SITE, AND ASSOCIATED SERVICES, CONSTITUTES YOUR ONGOING ACCEPTANCE OF THE TERMS CONTAINED HEREINAFTER.

This EULA is between “You” (“Your” also refers to You) throughout this EULA and Circle Pass Enterprises Limited trading as Tento Health with registered office at Suite 208 Britannia House 1-11 Glenthorne Road, London, United Kingdom, W6 0LH under company number 12596104. Circle Pass Enterprises Limited is defined as “We”, “Us” or “Our” as appropriate. Circle Pass Enterprises Limited offers a range of services hereby referred to as “Services”. We may, from time to time, offer Our products and services through mediums including but not limited to the internet, or mobile devices. When you use Circle Pass Enterprises Limited’s Services by whatever medium, this EULA shall apply to such use to the extent as is applicable to the circumstances.

Services are provided through Our website domain(s) and applications. Before You download the Software “Software”, hereinafter includes any portion of the Circle Pass Enterprises Limited Ecosystem, any downloadable desktop application, mobile application, system component from Our Website or from our downloadable app (available from the Google Play Store or Apple iOS App Store. We will ask You to give your express agreement to the Terms and Conditions of this EULA. By agreeing to this EULA You acknowledge that You are entering into a legally binding Agreement with Circle Pass Enterprises Limited.

You accept to be bound by the Terms and Conditions of this EULA by clicking on ‘I Agree’ and using our Software and accessing our website. If You do not agree to any of the provisions of this EULA, You should immediately stop using Our Software or accessing Our website and remove any copies of it from all Your devices. If you have downloaded a copy of Our App from any App Store then you should immediately uninstall the application from Your device and refrain from using Our services.

We would like to remind you that:

We provide the ability to track and share your test results via our application;
We provide risk ratings based on your test result histories and activities that you record via the application. This does not constitute medical advice, diagnosis, or treatment. You should always seek the advice of medical professionals about any questions or medical issues you may have. If you suffer any medical emergency, you should contact your doctor or emergency services immediately. You should always consult a medical professional when making decisions related to your health and not on the bases of our applications or services;
We require certain information to provide services through our applications;
Our applications and services are not suitable for medical emergencies;
Our application is not suitable for unrestricted use by persons under the age of 18;
Any medical condition that you may have that is not recorded by you on the application will not be detected or served by the application;
We take no responsibility for the use of our applications or services outside of the recommended operating conditions; and
We do not take responsibility for any damages, inconvenience or discriminations made against you by any party or persons outside of the Circle Pass Enterprises Limited Group, whether related to the use of our applications or not.
1. DEFINITIONS
1.1. The Circle Pass Enterprises Limited Ecosystem refers to an ecosystem comprising of Circle Pass Enterprises Limited websites (whose domain names include but are not limited to tentohealth.com, tentoauthenticator.com, tentodiagnostics.com, tentowallet.com and covipass.com), mobile applications, clients, applets and other applications that are developed to offer the Services, and includes independently-operated platforms, websites and clients within the ecosystem. In case of any inconsistency between relevant terms of use of the above platforms and the contents of this EULA, the respective applicable terms of such platforms shall prevail;

1.2. Circle Pass Enterprises Limited Operators refers to all parties that manage the Services, including but not limited to legal persons, unincorporated organizations and teams that provide the Services and are responsible for such Services. For convenience, unless otherwise stated, references to “Circle Pass Enterprises Limited”, “Tento Health”, “Us”, Our” and “We” in this EULA includes Circle Pass Enterprises Limited Operators. UNDER THIS EULA, CIRCLE PASS ENTERPRISES LIMITED OPERATORS MAY CHANGE AS CIRCLE PASS ENTERPRISES LIMITED’S BUSINESS ADJUSTS, IN WHICH CASE, THE CHANGED OPERATORS SHALL PERFORM THEIR OBLIGATIONS UNDER THIS EULA WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS. ADDITIONALLY, THE SCOPE OF CIRCLE PASS ENTERPRISES LIMITED OPERATORS MAY BE EXPANDED DUE TO THE PROVISION OF NEW CIRCLE PASS ENTERPRISES LIMITED SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE CIRCLE PASS ENTERPRISES LIMITED SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE THIS EULA WITH THE NEWLY ADDED CIRCLE PASS ENTERPRISES LIMITED OPERATORS. IN CASE OF A DISPUTE, YOU SHALL DETERMINE THE ENTITIES BY WHICH THIS EULA IS PERFORMED WITH YOU AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE SPECIFIC SERVICES YOU USE AND THE PARTICULAR
ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS;

1.3. The Services refer to various services/Software provided to you by Us that are based on Internet and/or blockchain technologies and offered via Tento Health websites, mobile applications, clients and other forms (including new ones enabled by future technological development). The Services include but are not limited to such Tento Health ecosystem components as Circle Pass Enterprises Limited Pass, Circle Pass Enterprises Limited Pay, and future services to be provided by us;

1.4. Tento Health Platform Rules refer to all rules, interpretations, announcements, statements, letters of consent and other contents that have been and will be subsequently released by Us, as well as all regulations, implementation rules, product process descriptions, and announcements published on the Tento Health websites or within products or service processes;

1.5. Users refer to all individuals, institutions or organizations that access, download or use our products or Services
and who meet the criteria and conditions stipulated by Us . If there exist other agreements for such entities as developers, distributors, market makers, and Digital Currencies exchanges, such agreements shall be followed; and

1.6. Tento Health Accounts refer to the foundational virtual accounts, including main accounts and subaccounts, which are opened by us for users to record on Tento Health Accounts their usage of Services, transactions, asset changes and basic information. Tento Health Accounts serve as the basis for Users to enjoy and exercise their rights on Tento Health.
2. GRANT OF LICENCE CONDITIONS
2.1. To use the Software, You may first need to register and create a Tento Health Account with Us. To do so please download and install any of Our applicable software or navigate your internet browser to the appropriate page on Our website.

2.2. To access some Services, We may be required to verify the identity of Our customers and therefore reserve the right to request satisfactory proof of your identity (including but not limited to copies of a valid passport/driving licence/identity card and/or any payment cards used) and satisfactory proof of address (including but not limited to a recent bank/credit card statement or utility bill dated within the last three (3) months) at any time. Failure to supply such documentation may result in the suspension of Services and ultimately the closure of your Tento Health Account.

2.3. You agree to provide Us with full and complete information regarding your identity and residential address. Incomplete or fictitious information or documentation will not be accepted and will constitute a material breach of this EULA. This will result in the suspension of Services and the closure of your Tento Health Account.

2.4. Subject to satisfactory completion of Our registration process and acceptance of this EULA, Tento Health grants to You a non-exclusive, non-transferable, limited licence to use one copy of the Software.

2.5. You shall not distribute, sell, supply, modify, adapt, amend, incorporate, merge or otherwise alter the Software. The granting of this EULA shall not give You any express or implied rights to decompile, reverse engineer or otherwise disassemble any part of the Software.

2.6. You shall immediately notify Us of any unauthorised use or disclosure, of, or of any unauthorised access to, or of any theft or loss of any copies of the Software or other Proprietary Information (as defined in provision 6.2 below) which You suspect or which comes to your attention.

2.7. Except for the rights and licence granted under this EULA, nothing contained in this EULA shall be construed to grant You any right, title, interest in or to the Software. Tento Health expressly reserves all right, title and interest in and to the Software which are not specifically granted to You under this EULA

2.8. Tento Health grants You the right to install a copy of the Software on Your computer running an up to date Internet Browser such as Firefox, Chrome or Safari on a validly licensed copy of the operating system for which the Software was
designed. Tento Health also grants You the right to install a copy of the Software on a device running Android or iOS operating systems, where the software and operating system are not more than six (6) months out of date.

2.9. It is entirely at Tento Health’s discretion which services shall be supported by Our Software and/or downloadable App’s and You acknowledge that the offerings on Our website, or via Our App, may be changed from time to time with or without notice from Us.

2.10. The Software must not be used in any manner prohibited by any applicable laws or regulations in any jurisdiction. It remains Your sole responsibility to ensure that it is legal to use the Services in the country/jurisdiction in which You reside or are accessing the Software.

2.11. Changes to the Tento Health Platform Rules are entirely at Our discretion. These will be communicated openly to Users. Users undertake to refer to these materials regularly and promptly. Tento Health will not be held liable or responsible in any manner of compensation should users incur personal losses arising from ignorance or negligence of the announcements.

2.12. Where Tento Health provides self-custodial Digital Health Wallet Software, You understand that this Software function as a free Digital Health Wallet. The Software does not constitute an account where We or ny other third parties sere as custodians of Your Sensitive Personal Data. IF YOU LOSE ACCESS TO YOUR DIGITAL HEALTH WALLET OR YOUR ENCRYTED PRIVATE KEYS AND YOU HAVE NOT SEPARATELY STORED A BACKUP OF YOUR DIGITAL HEALTH WALLET AND CORRESPONDING PASSWORD, YOU ACKNOWLEDGE AND AGREE THAT YOUR DIGITAL HEALTH WALLET WILL BECOME INACCESSIBLE. The authors of the Software, employees and affiliates of Circle Pass Enterprises Limited, copyright holders and Circle Pass Enterprises Limited cannot retrieve Your private keys or passwords if You lose of forget them and cannot guarantee transaction confirmation as they do not have control over the network
3. RIGHTS, REPRESENTATIONS AND LIMITATIONS
3.1. Maintenance of Copyright Notices – You must not remove or alter any copyright notices on any and all copies of the Software.

3.2. Distribution – You may not distribute copies of the Software to third parties.

3.3. Prohibition on Reverse Engineering, Decompilation and Disassembly – You must not interfere in any way with the Software. This prohibition is absolute and includes, but may not be limited to, reverse engineering, decompilation or disassembly of the Software.

3.4. Insider Information

3.4.1. You shall not, and will not procure any third party to, use any information, material or data which a member of the public could not also legally obtain (“Insider Information”) on, or in conjunction with, the website. If You use, or procure any third party to use Insider Information on the website, We may immediately terminate Your (and any relevant third parties) Tento Health Account and the provisions of clause 2.7 shall apply to such termination.

3.4.2. You will be liable to Us and shall indemnify Us for any claim, loss, damage, costs and/or expenses we incur as a result of You not complying with this clause. This means You will be responsible for any loss or damage We suffer as a result of Your breach of this clause.

3.5. Rental – You must not rent, lease or lend Our Software to any third party.

3.6. Support Services – Tento Health may provide You with support services related to the Software (“Support Services”). Any supplemental Software code provided to You as part of the Support Services shall be considered part of our Software and subject to this EULA.

3.7. Errors – Whilst rare, should an erroneous or palpable error occur in any area of the Software, we will seek to put all the parties into the position they would have been but for the occurrence of the error.

3.8. Disputes – You fully accept and agree that Our systems will make a final determination of the correct values for our Services. In the unlikely event of a discrepancy between the value showing on the Software installed on Your computer, other device, or accessed through an internet browser, and the result shown on Our server, the value showing on Our server shall prevail. In the absence of a manifest error You acknowledge and agree that Our records shall be the final authority when determining any dispute relating to Our Services.

3.9. Tento Health shall not be responsible or liable for any technical failure, loss or corruption of data whilst using Our Software, including but not limited to network failure, system or server crashes, power outages or damage caused by viruses, worms logic bombs or other malicious software.

3.10. It may be a condition of using areas of Our Software that You must register and open a Tento Health Account with Us. You agree that it is a condition precedent that You will only maintain one Tento Health Account with Us for these purposes and You agree and acknowledge that any and all offers or promotions are limited to one per individual. We reserve the right, at Our
absolute discretion, to prevent You from receiving future offers or promotions, or to place any restrictions on Your Tento Health Account for breach of this condition.

3.11. You represent that:

3.11.1. Your registered Tento Health Account with Us is solely for Your benefit. You shall not allow any third party (including a relative) to use Tento Health Account, password or identity to access or use Services or Software and You shall be fully
responsible for any activities undertaken on Your Tento Health Account by a third party. You will not reveal your account username or password, to Your Tento Health Account or Digital Health Wallet , to any third party and You shall take
all reasonable steps to ensure that such details are not revealed to any third party. You shall inform us immediately if You suspect that Your Tento Health Account is being misused by a third party and/or any third party has access to Your Tento
Health Account, username or password so that We may investigate such matters and You will cooperate with Us, as We may reasonably request, in the course of such investigations.

3.11.2. You are responsible for the security of Your username and password for both Your Tento Health Account and Digital Health Wallet on Your own computer, other device, internet access location or via any Tento Health App that you might use to access Our Services from. If the allocated username or password combination is “hacked” from Your computer or device, due to any viruses or malware that is present on the computer or device that You access Your Tento Health Account with, this is Your responsibility. You should report any possible hacking attempts or security breaches from Your computer terminal or installed Tento Health App immediately.

3.11.3. All funds used by You to facilitate access to Our Services were not illegally obtained and that You will not use Our Software in any way for the purpose of money laundering or other illegal purposes.

3.11.4. You will not use Our Software or Services for any unlawful or fraudulent activity or prohibited transaction (including money laundering) under the laws of any jurisdiction that applies to You and in particular the laws of the Isle of Man.

3.12. Compliance with applicable laws:

3.12.1.You may only use Our Software if it is legal for you to do so according to the laws that apply in Your jurisdiction. Some Services may be age restricted, and by agreeing to this EULA, You understand that this restriction is absolute. In addition to the rights reserved in 3 above, We may require additional proof of age and address from You and Your ability to access and use our Services shall be suspended until such satisfactory proof of age and address has been provided.

3.12.2. Without limitation to the above, access to Our Software may be restricted in certain jurisdictions. By using Our Software, You agree to comply with all applicable laws regarding its use and any use of it is at Your sole option, discretion and risk.

3.12.3. Does not permit the use of its Software if You are a resident of Iran, North Korea, United States of America or in a country in which Our product is considered illegal.
4. BREACH AND INDEMNITY
4.1. The provisions of this EULA are necessary for the protection of Tento Health’s reputation, business and good will and are considered to be reasonable for such purposes. You agree that any breach of this EULA may cause substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, shall have the right to seek specific performance and other injunctive and equitable relief.

4.2. You agree to indemnify and hold harmless Circle Pass Enterprises Limited and its officers, employees, parent or subsidiary companies from any and all claims, demands, liabilities, damages, costs and expenses (including all reasonable legal costs) which are incurred as a result of You:

4.2.1. Breaching the Terms and Conditions of this EULA; or

4.2.2. Breaching any law or regulation in any jurisdiction.
5. TERMINATION
5.1. Without prejudice to any other rights, We may terminate this EULA if You fail to comply with this EULA. In such an event, You must cease and desist from using our Software and Services and You must delete/destroy any of the copies of the Software that you may have in Your possession.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. The Software provided by Circle Pass Enterprises Limited and any copies made by You, including all intellectual property rights including all patents, inventions, copyrights, database rights, design rights (whether registered or not), trademarks, trade
names, logos, trade secrets, know-how and all rights to sue for passing off or unfair competition and all applications for the same and all rights of a similar nature existing anywhere in the world (“Intellectual Property Rights”) therein, are and shall remain Our exclusive property.

6.2. You acknowledge that the Software, the related Intellectual Property Rights including its object and source code and related proprietary information embodied in or related to them (“Proprietary Information”), contain valuable trade secrets of and are also protected by the copyright and patent laws of various countries. You agree that in accessing our Software You will keep the Proprietary Information in strict confidence and will not copy, reproduce or duplicate the Proprietary Information or any portion thereof in any form or medium, except as provided in this EULA

6.3. All Intellectual Property Rights and Proprietary Information not expressly granted are reserved by Circle Pass Enterprises Limited.

6.4. Circle Pass Enterprises Limited shall be at liberty to advertise, promote and generate goodwill in Services through a media channel deemed fit.
7. PAYMENT SERVICE PROVIDERS
7.1. Once You have registered with Us to use Our Services, You may be required to deposit funds with Us through an associated/suitable Digital Health Wallet. In agreeing to this EULA You also expressly agree to Us providing any personal
information necessary to process the transaction, including where necessary passing information outside of Your country or residence.
8. SECURITY REVIEWS
8.1. Tento Health is committed to adherence to all relevant regulations. By agreeing to this EULA, You expressly authorise Us to disclose Your personal information to any appropriate third party agency for the purposes of validating the information You have provided to Us. In addition, You also agree to provide Us with any additional information and/or documentation as We may reasonably request.
9. ASSIGNMENT
9.1. This EULA may not be assigned by You without prior written approval. Circle Pass Enterprises Limited may assign all
rights and benefits without Your consent to any parent company or subsidiary, or new company created through a merger or by a new owner acquiring.
10. NO WARRANTIES
10.1. Circle Pass Enterprises Limited expressly disclaims any warranty for the Software. The Software is provided ‘As Is’ without any express or implied warranty of any kind, including but not limited to any warranties or merchantability, non-infringement, or fitness of a particular purpose. Circle Pass Enterprises Limited does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software. Circle Pass Enterprises Limited makes no warranties in respect of any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Circle Pass Enterprises Limited further expressly disclaims any warranty or representation to authorised users or to any third party.
11. LIMITATION OF LIABILITY
11.1 In no event shall We be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) arising out of authorised use of or inability to use the Software, even if We have been advised of the possibility of such damages. In no event will We be liable for any loss of data or for indirect, special, incidental, consequential (including loss
of profits), or other damages based in contract, tort or otherwise, shall have no liability with respect to the content of the Software or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information

11.2. To the extent permitted by law, the Software is supplied As Is, including any faults. To the maximum extent permitted by the law, excludes all warranties conditions or other terms that may be implied into this EULA whether by law, statute or otherwise. Circle Pass Enterprises Limited gives no condition, warranty or other term whatsoever, either express or implied including, without limitation, any condition, warranty or other term as to the condition of any code, or as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or use of reasonable care and skill. To the extent permitted under any applicable laws Circle Pass Enterprises Limited shall not be liable in contract, tort or otherwise for any loss or damage, howsoever arising in connection with the Software or this EULA. Circle Pass Enterprises Limited shall not be liable for any indirect, special or consequential damages, or loss of profits, whether such damages or losses are known, foreseen, foreseeable or unforeseen. Nothing in this Agreement shall limit the liability for negligently caused death or personal injury or fraud.
12. FORCE MAJEURE
12.1. Circle Pass Enterprises Limited shall not be liable for any failure that is as a result of an act of God (including fire, flood,
earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity, internet or telephone service.
13. ENTIRE AGREEMENT
13.1.he Privacy Policy and information in relation to Circle Pass Enterprises Limited’s Services can be found on Our website and shall form an integral part of this EULA. This EULA, together with the Privacy Policy sets out the entire understanding between You and Circle Pass Enterprises Limited and supersedes all prior agreements, whether oral or written, in respect of the subject matter of this EULA and the provision of Services.
14. LANGUAGE
14.1. This EULA is made in the English language. If there is any conflict in the meaning between the English language version of this Agreement and any version or translation of it in any other language, the English version shall prevail.
15. SEVERABILITY
15.1 Each provision of this EULA is severable, one from the other, and if any one provision is found to be unenforceable for any reason by any competent court the remaining provisions shall be and remain in full force and effect.
16. ALTERATION OF OUR WEBSITE/APPLICATION AND CONTENT
16.1. We may, in Our absolute discretion, alter or amend any product offered on Our website or Apps at any time for the purpose of maintaining the website.

16.2. We may amend in its absolute discretion the Terms and Conditions of this EULA from time to time. Amendments will be displayed in the updated EULA available from Our website. It remains your sole responsibility to regularly review the contents of this EULA and your continued use of the website and Our Services constitutes Your continued acceptance of the terms condition hereon in.
17. CANCELLATION
17.1. You may de-register from Tento Health products at any time;

17.2. If You end Your subscription to Our services We will no longer provide further information or updates related to Your account or any Tento Health application or service;

17,3. We may end Our provision of products and services to You subject to any of the following reasons:

17.3.1. If the services are unavailable for reasons outside of Our control and as set out in section 12;

17.3.2. If You do not comply with the conditions of use of services set out in within these terms;

17.3.3. If You break any other term of this agreement and do not resolve any breach of these terms within seven (7) days of being requested by Us to do so; or

17.3.4. If You are in the private sector and do not pay charges or invoices on time.
18. GOVERNING LAW
18.1. The agreement shall be governed by and construed and interpreted in accordance with the laws of England.
19. COMPLAINTS
19.1. We work diligently to ensure that Your experience of dealing with Us is a pleasant one. However, there may be occasions where You may wish to make a complaint regarding the Services. Should you wish to make a complaint regarding Circle Pass Enterprises Limited , or its Services, then We request that You contact [email protected] within thirty (30) days of the incident occurring.

19.2. We will attempt to resolve Your complaint within twenty‑one (21) days of receipt. We reserves the right to request further
information or documentation from You as and when we see fit. This will enable Us to review Your complaint in full.