End-User License Agreement

This End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity, "you" or "Licensee") and Toi 'n' Moi Ltd, a company registered in England and Wales, company number 17116161 ("Toi 'n' Moi," "we," "us," or "our"). It governs your use of any software application published by Toi 'n' Moi, including all associated documentation, content and updates (together, the "Software").

The Software includes, without limitation:

• Workforce and rota products — Toi 'n' Moi® Rota Management (macOS, Windows, iOS, iPadOS, Android and web), Toi 'n' Moi® Rota Sync (iOS and Android), Toi 'n' Moi® ShiftSync (iOS) and Toi 'n' Moi® Rota Manager Local (macOS and Windows).
• Desktop tools — Toi 'n' Moi® DataDock AI, Toi 'n' Moi® Mac Cleaner and Toi 'n' Moi® Context Dock (macOS).
• Consumer applications — including HabitPath, Newborn Tracker, Pregnancy Care, FactCheck Pro and Proof It.
• Any other application published under the Toi 'n' Moi name, or that links to or displays this Agreement. The current list is at toinmoi-ai.com/app-market.

By downloading, installing, or using the Software, you agree to be bound by this Agreement. If you do not agree, do not download, install, or use the Software.

Where you use a Toi 'n' Moi service through a browser or an account (for example Rota Management on the web), our Terms of Service also apply to that service. If this Agreement and the Terms of Service conflict about the operation of a hosted service, the Terms of Service prevail; for the software itself, this Agreement prevails. Our Privacy Policy is incorporated by reference.

Subject to your compliance with this Agreement and payment of any applicable fees, Toi 'n' Moi grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software on devices you own or control, for your own personal use or your own internal business purposes. Where the Software is obtained through an app store, the scope of that license is further defined by the platform terms in Section 7.

You shall not, and shall not permit any third party to:

• copy, modify, or create derivative works of the Software;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent such restriction is prohibited by applicable law;
• rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer rights to the Software;
• remove or alter any proprietary notices or labels on the Software;
• circumvent any licensing, subscription, device-limit or entitlement check in the Software;
• use the Software to build a competing product or service; or
• use the Software in violation of any applicable law or regulation.

Toi 'n' Moi may change pricing from time to time. Any price change applies from your next billing cycle following notice, and will not retroactively affect a period you have already paid for.

Local-first products

Some Software (for example DataDock AI, Mac Cleaner, Context Dock and Rota Manager Local) is designed to run primarily on your own device. Your data, credentials and history for those products are stored locally and, where applicable, in your operating system's secure credential store. Toi 'n' Moi does not, by default, transmit that data to any Toi 'n' Moi server in order to provide the product's core features. Where such a product uses locally-run AI models, processing occurs on your own device by default.

Cloud-connected products

Other Software (for example Rota Management, Rota Sync and ShiftSync, and any product you sign in to with an account) stores the data you and your organisation create on infrastructure operated by Toi 'n' Moi in the United Kingdom, so that it can be shared between your devices and the people you authorise. What we store, for how long, and how you can export or delete it is described in our Privacy Policy and, for organisations, the Terms of Service.

Third-party services you connect

The Software may allow you to connect to third-party services (including databases, accounting and payroll platforms such as Xero, QuickBooks and Sage, messaging platforms such as WhatsApp, and similar services) using credentials or authorisation tokens that you supply or authorise directly with those third parties. Your use of any such service remains subject to that third party's own terms and privacy policy, which Toi 'n' Moi does not control. Toi 'n' Moi is not responsible for the availability, accuracy or conduct of any third-party service.

AI features and your responsibilities

Where the Software provides AI-assisted features, their output is generated automatically and may be incomplete or inaccurate. You are solely responsible for reviewing it and for ensuring your use of the Software complies with applicable law and any obligations you owe to third parties, including employees, customers and individuals whose personal data you process.

The Software, including all associated intellectual property rights, is and remains the sole property of Toi 'n' Moi Ltd and its licensors. This Agreement does not grant you any rights to Toi 'n' Moi's trademarks, service marks or logos. Toi 'n' Moi® is a registered trade mark. All rights not expressly granted to you in this Agreement are reserved.

Toi 'n' Moi may make updates to the Software available from time to time, at its discretion. This Agreement applies to any such update unless a separate license agreement is provided with it. Updates are delivered through the App Store or Google Play for store-distributed products; through the Sparkle (macOS) and WinSparkle (Windows) update frameworks for directly-downloaded desktop products, which check for updates automatically and install them only with your confirmation; and through in-app over-the-air updates for the web-content layer of the Toi 'n' Moi mobile app. Directly-downloaded macOS and Windows software is code-signed by Toi 'n' Moi Ltd; do not install a copy whose signature does not verify.

The Software is distributed through several channels. The terms in this Section apply according to where you obtained it, in addition to — and, where stated, in priority over — the rest of this Agreement.

7.1 Apple App Store and Mac App Store

If you obtained the Software from the Apple App Store or Mac App Store (a "Licensed Application"), the following terms apply in addition to the rest of this Agreement and are required by Apple:

• Acknowledgement. This Agreement is concluded between you and Toi 'n' Moi only, and not with Apple Inc. ("Apple"). Toi 'n' Moi, not Apple, is solely responsible for the Licensed Application and its content.
• Scope of license. The license granted to you is limited to a non-transferable license to use the Licensed Application on any Apple-branded product that you own or control, and as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions, except that the Licensed Application may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.
• Maintenance and support. Toi 'n' Moi is solely responsible for providing any maintenance and support services for the Licensed Application, as specified in this Agreement or as required under applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.
• Warranty. Toi 'n' Moi is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Licensed Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Toi 'n' Moi's sole responsibility.
• Product claims. Toi 'n' Moi, not Apple, is responsible for addressing any claims by you or any third party relating to the Licensed Application or your possession and/or use of it, including (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation, including in connection with any use of the HealthKit and HomeKit frameworks.
• Intellectual property rights. In the event of any third-party claim that the Licensed Application or your possession and use of it infringes that third party's intellectual property rights, Toi 'n' Moi, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of that claim.
• Legal compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• Developer name and address. Toi 'n' Moi Ltd, 20 Wenlock Road, London N1 7GU, United Kingdom — support@toinmoi-ai.com — for any questions, complaints or claims regarding the Licensed Application.
• Third-party terms. You must comply with any applicable third-party terms of agreement when using the Licensed Application (for example, a wireless data service agreement).
• Third-party beneficiary. Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of it, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary.

7.2 Google Play

If you obtained the Software from Google Play, your download and any in-app purchase are also subject to the Google Play Terms of Service and Google Play Billing terms. Google LLC is not a party to this Agreement, is not responsible for the Software or for providing support for it, and has no obligation to you in respect of it. Refunds for purchases made through Google Play are handled under Google Play's refund policy. Where this Agreement conflicts with the Google Play Terms of Service in relation to your purchase, the Google Play Terms of Service prevail for that purchase.

7.3 Windows

Toi 'n' Moi's Windows software is distributed as a code-signed installer downloaded directly from toinmoi-ai.com or rotamanagement.com, and is updated through the WinSparkle framework as described in Section 6. Windows SmartScreen may display a warning for newly published versions until the publisher's reputation has been established; verify that the publisher shown is Toi 'n' Moi Ltd before proceeding. If a Toi 'n' Moi application is obtained from the Microsoft Store, the Microsoft Store terms of sale and, unless a specific license is shown at the point of acquisition, Microsoft's Standard Application License Terms also apply, and Microsoft Corporation is not a party to this Agreement.

7.4 Web and browser access

Where you use the Software through a web browser rather than an installed application, the hosted service is governed by our Terms of Service, and this Agreement governs any downloadable software components, browser extensions or offline features that form part of it.

If you are a consumer — an individual using the Software for purposes wholly or mainly outside your trade, business, craft or profession — nothing in this Agreement affects your statutory rights, including under the Consumer Rights Act 2015. In particular, digital content must be of satisfactory quality, fit for purpose and as described, and the exclusions and limitations in Sections 9 and 10 apply to you only to the extent permitted by law.

Where you buy digital content directly from us, you normally have a 14-day right to cancel under the Consumer Contracts Regulations 2013. By choosing to download or start using the Software within that period you acknowledge that you lose the right to cancel once the download or use has begun. For purchases through the App Store or Google Play, cancellation and refund rights are exercised through Apple or Google respectively (Section 7).

If you are using the Software on behalf of a business or other organisation, you confirm you have authority to bind it, and the consumer protections in this Section do not apply.

Subject to Section 8 and to the extent permitted by applicable law, the Software is provided "as is" and "as available," without warranty of any kind, whether express, implied or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Toi 'n' Moi does not warrant that the Software will be uninterrupted, error-free or free of harmful components, or that any AI-generated output will be accurate, complete or suitable for any purpose. The Software records information; it does not make you compliant with any law, and its output is not legal, financial or medical advice.

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by law.

Subject to that, and to Section 8, to the maximum extent permitted by applicable law, in no event shall Toi 'n' Moi be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, data or business opportunity, arising out of or related to your use of the Software, even if Toi 'n' Moi has been advised of the possibility of such damages. Toi 'n' Moi's total aggregate liability arising out of or relating to this Agreement shall not exceed the amount you paid for the Software in the twelve (12) months preceding the claim, or £100 if you paid nothing.

This Agreement is effective until terminated. Your rights under this Agreement will terminate automatically without notice if you fail to comply with any of its terms. Upon termination, you must cease all use of the Software and delete all copies in your possession; your right to export data you have already created survives as described in Section 3. Sections 2, 4, 5, 7, 8, 9, 10, 13 and 15 survive termination.

You represent that you are not located in, and will not use the Software in, any country subject to a comprehensive U.S. or UK trade embargo, and that you are not on any government restricted-party list.

This Agreement is governed by the laws of England and Wales. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales, except that if you are a consumer resident in Scotland or Northern Ireland you may also bring proceedings in your local courts, and nothing in this Section removes any protection you have under the mandatory consumer law of the country in which you live.

Toi 'n' Moi may update this Agreement from time to time. The current version is always at toinmoi-ai.com/eula, with the date of the last update shown at the top. Material changes will be notified within the Software or by email where we have your address. Your continued use of the Software after a change takes effect constitutes acceptance of the updated Agreement.