**Enlinked**
**User Terms and Conditions**
**1.** **Introduction**
1.1 Welcome to Enlinked. If you continue to browse our website or wish to make use of our services you are agreeing to comply with and be bound by the following terms and conditions of use (“**Terms**”) which govern our relationship with you.
1.2 The term “**we**” or “**Enlinked**” means Enlinked Ltd, a company incorporated in England with company number 14270030 and whose registered office address is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (“**us**” and “**our**” will be construed accordingly). Enlinked Ltd is the owner and operator of the Enlinked platform and its related website, services, software, applications and tools (collectively referred to in these Terms as the "**Platform**").
1.3 The term “**you**” or the “**user**” refers to any user of our Platform.
2.1 The following words or phrases shall have the following meanings:
“**Access Period**” means the period during which a Customer is permitted to access Content.
“**Content**” means any content which has (a) been generated through the use of the Platform, or (b) has been uploaded by a Creator to the Platform.
“**Creator**” means a user of the Platform who wishes to generate and/or sell Content through the Platform.
“**Customer**” means a user of the Platform who we permit to access Content (either free of charge or in return for the payment of the Customer Fee).
“**Customer Fee**” means the fee payable by a Customer in order to access Paid Content.
“**Learner**” means a user of the Platform who wishes to view and/or purchase Content on the Platform.
“**Paid Content**” means Content which requires the payment of a Customer Fee in order for it to be accessed.
“**Revenue Share**” means the fee payable to a Creator by Enlinked for Content purchased by Customers through the Platform. The amount of the Revenue Share will be calculated as 50% (fifty percent) of the Customer Fee after the deduction of Stripe fees and other third-party fees (such as credit card fees), unless the Customer is making a purchase through a referral link from the Creator in which case the Revenue Share to the Creator will be 80% (eighty percent) of the Customer Fee after the deduction of Stripe fees and other third-party fees. In each case, the Revenue Share applying to your Content will be stated on the Platform. As part of a promotional offer effective until November 30, 2024, at 23:59, Creators will receive a Revenue Share of 80% of the Customer Fee for all sales, irrespective of referral status, after the deduction of Stripe fees and other third-party fees. The Creator will be given at least 30 days' notice before any change is made to the Revenue Share.
1.4 This Platform uses cookies. By using this Platform and agreeing to these Terms, you consent to the use of your information in accordance with our Privacy Policy, which you can find here [https://enlinked.io/privacy-policy](https://enlinked.io/privacy-policy).
1.5 If you disagree with any part of these Terms, please do not use our Platform.
**2.** **Use of the Platform**
2.2 By registering with the Platform, you warrant that you are either using the Platform for your own personal, educational or business use or that you are authorised by the organisation which has subscribed to the Platform and you are one of its permitted users of the Platform.
2.3 Unless otherwise stated, Enlinked owns the intellectual property rights in the Platform and all content and material on the Platform. Subject to the license below, all these intellectual property rights are reserved.
2.4 You may view Platform pages, download Platform content and print Platform content, subject to the restrictions set out in these Terms.
2.5 You must not use our Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
2.6 You must not use this Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of malicious computer software.
**3.** **Restricted areas and password protection**
3.1 Access to certain areas of our Platform may be restricted.
3.2 If you are provided with a user ID and password to enable you to access restricted areas of the Platform or other content or services, you must ensure that the user ID and password are kept safe and strictly confidential. Users are not permitted to give their account details to any third party or to permit any third party to access the Platform through use of their account details. You will remain responsible for all activities that occur through your account.
3.3 We may disable your user ID and password at our sole discretion without prior notice, if we believe you are making improper use of the Platform.
**4.** **Use of the Services offered by Enlinked**
4.1 Enlinked offers a platform through which Creators can upload or generate high-quality SBA question banks which can then be purchased by Learners (the “**Services**”).
4.2 Enlinked grants users a revocable, non-exclusive, non-sublicensable license to use the Services, in accordance with the provisions set out in these Terms. All other rights, title and interest in and to, the Services are expressly reserved by Enlinked. You are not permitted to re-sell or re-license the Services (outside of the Enlinked Platform) or provide content you may find on the Platform to any third party.
4.3 You are responsible for the security of the equipment, network and environment in which you make use of the Services. You should only use the Services through a secure network.
4.4 **Enlinked also reserves the right to suspend or terminate any user account if you breach any of these Terms.**
**5.** **TERMS SPECIFIC TO CREATORS**
5.1 Enlinked allows Creators to:
(i) generate their own content using our tools, and make use of that content for their own personal use; or
(ii) to generate their own content using our tools or to upload their own Content to the Platform which can then be offered to Customers for a specified Access Period (either free of charge or as Paid Content).
5.2 Creators will receive the Revenue Share for each piece of Paid Content purchased by Customers.
5.3 Subject to the terms below, Creators will have a discretion to decide the amount of the Customer Fee and the Access Period applicable to their Content, according to the options provided by Enlinked on the Platform.
5.4 We may ask Creators to provide some of their Content to Customers as a free trial. Where Content has been marked as a free trial, Customers will not have to pay for access and Creators will not receive compensation in respect of that Content.
5.5 You agree that we may choose to promote your Content by offering discounts and/or (further) free trials of such Content. You agree that we will not be required to seek your consent before making such offers of your Content.
5.6 In your online account pages, Enlinked will provide Creators with a summary of transactions on their account, including details of purchases of your Content by Customers, the Customer Fee received from those Customers and the Revenue Share due to you and its expected payment date.
5.7 Enlinked will normally pay the Creator their applicable Revenue Share seven days following receipt by Enlinked (unless such payment is disputed). However, payment is subject to Stripe terms and the Creator understands that delays may occur. Payment to Creators will be made by transfer to the bank account which you have registered. Payment shall be made in pounds sterling only.
5.8 Creators are responsible for declaring and paying any taxes payable in respect of Revenue Share paid by Enlinked. Creators agree to hold Enlinked harmless and to indemnify Enlinked against any claim by any person or authority in relation to any such taxes which may be due by a Creator.
5.9 In order to create your Content, you may use the tools provided on the Platform for this purpose. We may at any time place restrictions on the level of usage of the available tools and/or charge a fee for their use. If we do charge a fee, or limit access to these tools, details will be provided to you on the Platform.
5.10 You may input content to the Platform (“**Submissions**”) and receive output from the Platform based on your Submissions (“**Output**”).
5.11 To the extent permitted by applicable law, you will retain your ownership rights in your Submissions and in the Output generated by your Submissions. We hereby assign to you all our right, title, and interest, if any, in and to such Output.
5.12 Due to the nature of our Platform and the nature of artificial intelligence generally, the output you obtain may not be unique and other users may receive similar output. Our assignment to you does not extend to include other users’ output.
5.13 Whilst, you retain all your ownership rights in your Output, by submitting your Content to us, you hereby grant us, in addition to any other rights which we may have, a worldwide, non-exclusive and transferable license to use, copy, edit, prepare derivative works of, display, publish and broadcast your Content and your Output in connection with providing the Services, including without limitation to grant access to your Content to Customers.
5.14 You are aware that we may delete any Content or Output at any time and you will therefore keep you own backup copies of any Content or Output you may require.
5.15 You shall be solely responsible for your Content and the consequences of submitting that Content to us and it being published or made available through the Platform and shall indemnify and hold us harmless against any costs, claims, damages or losses which may arise in respect of your Content or as a result of breach by you of any of these Terms.
5.16 You represent and warrant that:
(i) you will not upload or submit for use on the Platform any personal data (as defined in the UK GDPR and Data Protection Act 2018) which includes any patient data or other data which can be used to identify an individual person;
(ii) you will not upload or submit for use on the Platform any image or other content which constitutes patient data or personal data, as described above;
(iii) you own or have the necessary rights and permissions to use and authorize us to use all copyright, trademark or other proprietary rights in and to any User Content to use of such content on the Platform and in accordance with these Terms; and
(iv) whilst you retain all of your ownership rights in your User Content, by submitting your User Content, you hereby grant us, in addition to any other rights which we may have, a worldwide, non-exclusive and transferable license to make use of your User Content for the purposes of providing our Services to you;
(v) you will not submit Content that is false or misleading, copyrighted, protected by trade secret or otherwise subject to third party proprietary or intellectual property rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post your Content and to grant us all of the license rights granted herein;
(vi) you will not publish falsehoods or misrepresentations or any Content that is incorrect or misleading or that could damage us, our business or any third party;
(vii) you will not submit Content that is unlawful, obscene, libelous, threatening, pornographic, inappropriate, offensive, racist, hateful, sexist or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law;
(viii) you will not submit Content that contains unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Content or to any Customer;
(ix) you will not introduce any virus, worm, spyware or any other damaging computer code, file or program that may damage or hijack the operation of any hardware, software or telecommunications equipment;
(x) you will not scrape, spider or use a robot or any other automated means to access any content on the Platform;
(xi) you will not misidentify yourself in submitting your Content or misstate your true identity.
5.17 Any breach of the above warranties will result in your account being immediately terminated and may result in you becoming liable to legal action.
5.18 Once you have submitted Content to us, or created Output, you agree that we may make use of such Content/Output in accordance with these terms in order to provide the Services to Customers. You also give us permission (being a royalty free, unlimited and non-exclusive licence) to share your Content or Output with our employees or selected partners, at our discretion.
5.19 You may however cancel your account and/or ask us to remove any of your Content or Output by giving to us at least 30 days’ prior notice, providing that you agree that we reserve the right to continue to host your Content and Output for use by Customers who have purchased that Content for the duration of the relevant Access Period.
5.20 In the event that become aware that your Content or Output infringes the copyright or other rights of any other person, you should write to us immediately providing full details of any such matters.
5.21 We reserve the right to remove any Content or Output from the Platform at any time at our entire discretion.
5.22 You understand and agree that we may ask users to review the Content or Output you have provided and that we may use such review for any purpose, including providing such review to other prospective users.
**6.** **TERMS SPECIFIC TO LEARNERS**
6.1 Learners may be provided free access to certain Content. Other than terms relating to payment, all free content remains subject to these Terms.
6.2 Learners will be required to pay the Customer Fee in order to access Paid Content. Each piece of Paid Content will have an associated Access Period during which the Learner may view the Content through the Learner’s dashboard on the Platform.
6.3 Learners shall be permitted to download and retain copies of the Content purchased, subject to these Terms. In particular, any commercial exploitation of any Content other than for your own personal use (or the use of your students), is prohibited.
6.4 The Customer Fee payable for the Content, and the applicable Access Period, will be set out on the Platform. All prices are exclusive of VAT, which will be added to the Customer Fee, as applicable.
6.5 We will take payment of the Customer Fee through an online payment provider (currently, we use Stripe for this purpose). We accept no liability if provision of the Services is delayed due to submitting incorrect payment details. If we are not able to obtain full payment for any reason, we may refuse to process your order and/or suspend your access to the Services.
**6.6** Purchases of Content made through the Platform are accessible immediately, and therefore are not subject to refund or cancellation.
**7.** **Copyright and licence**
7.1 This Platform contains material which is owned by or licensed by Enlinked. This material includes, but is not limited to, the content, design, layout, look, appearance and graphics shown on the Platform. You are not permitted to copy any aspect of our Platform, other than the content which you are permitted to download and use for educational purposes only.
7.2 You are granted a licence to use the material contained in this Platform subject to the restrictions described in these Terms.
7.3 Unless otherwise specified in these Terms, no user of the Platform is permitted to:
(i) republish for commercial purposes any material from this Platform (including republication on another website);
(ii) sell, rent, license, sublicense, lease, distribute, copy, duplicate, publish or reproduce material from the Platform and any material or any part thereof for use by any third party (outside of the Platform);
(iii) use any material in any way that is unlawful or in breach of any person's legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable.
7.4 If you breach these Terms in any way then the licence granted to you will be automatically terminated upon such breach and we may take such action as we deem appropriate to deal with the breach, including terminating your membership, suspending or prohibiting your access to the Platform and/or bringing court proceedings against you.
7.5 You must retain, and must not delete or remove any copyright notices and other proprietary notices placed by us on any material.
**8.** **No warranties**
8.1 This Platform is provided “as is” without any representations or warranties, express or implied. We make no representations or warranties in relation to this Platform or the information and material provided on this Platform.
8.2 We do not warrant or guarantee the confidentiality of any communications made through the Platform, that the Platform is compatible with your computer system or that the Platform, or any links therein, will be free of viruses, worms, trojan horses or disabling devices or other destructive or contaminating code.
8.3 You accept all of these risks and are responsible for implementing safeguards to protect the security and integrity of your computer system. You are responsible any costs incurred by you as a result of your use of the Platform.
8.4 We do not warrant that your use of the Services will result in useful or accurate results. You understand and agree that the Services are intended for use as a tool to assist you (amongst other things) to create SBA questions and content or to view or purchase content created by others. You understand that the Platform is not a decision-making tool and it is not a medical diagnostic tool. You accept that the generated results may be incorrect or inaccurate and you understand the risks of using generative AI results.
8.5 We do not warrant that this Platform will be constantly available, or available at all, or that any information you find on this Platform is accurate and up-to-date. You acknowledge that information and material found or offered on this Platform may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
8.6 Whilst we believe that the Platform and the Services provided meet all current regulations, we do not warrant that your use of the Services will meet any specific laws, regulations or professional rules of conduct in relation to the preparation, delivery and fulfilment of prescriptions. Each user should therefore take their own appropriate professional and legal advice to ensure that their use of the Services meets any legal requirements or any requirement of regulatory authorities to which the user may be subject.
8.7 To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this Platform and the use of this Platform (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
**9.** **Limitations of liability**
9.1 Our liability to you in relation to the use of our Platform or under or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, will be limited as follows: Enlinked and its employees, agents and contractors will not be liable to you for any loss or damage of any nature whether arising directly or indirectly from the use of or reliance on information obtained from this Platform. Enlinked and its employees, agents and contractors will not be liable for any consequential, indirect or special loss or damage and will not be liable for any loss of profit, income, revenue, anticipated savings, contracts, business, goodwill, reputation, data, or information.
9.2 Nothing in these Terms will limit or exclude our liability for death or personal injury resulting from negligence, limit or exclude our liability for fraud or fraudulent misrepresentation or limit any of our liabilities in any way that is not permitted under applicable law. Our maximum financial liability shall in no circumstance exceed the subscription fee (if any) paid by the user for use of the Platform.
9.3 By using this Platform, you agree that the exclusions and limitations of liability set out in these Terms are reasonable. If you do not think they are reasonable, you must not use this Platform.
**10.** **Indemnity**
10.1 If you breach these Terms you will be held fully responsible for any loss suffered by us as result of such breach and will be held accountable for all losses caused or profits gained by you from breaching these Terms.
10.2 You agree to indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including, without limitation, legal expenses) incurred or suffered by us arising out of any breach by you of any provision of these Terms.
**11.** **Other websites**
11.1 This Platform may contain links to other websites that are not under the control of and are not maintained by us. We are not responsible for the content or reliability of the linked websites. We provide these links for your convenience only but do not endorse the material on those sites.
**12.** **Waiver**
12.1 The failure by us to enforce at any time or for any period any one or more of the Terms shall not be a waiver of them or the right at any time subsequently to enforce all Terms.
**13.** **Severance**
13.1 If any provision of these Terms shall be found by any court to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.
13.2 If any provision of these Terms is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
**14.** **Variation**
14.1 We may revise these Terms from time-to-time. Revised Terms will apply to the use of our Platform from the date of the publication of the revised Terms on our Platform. Please check this page regularly to ensure you are familiar with the current version.
**15.** **Jurisdiction and governing law**
15.1 These Terms shall be governed by and construed in accordance with English law. Any dispute, claim or matter arising out of, or relating to, these Terms shall be subject to the exclusive jurisdiction of the English courts.
