Terms and conditions

DISCLAIMER: We recommend that You read these Terms of Use carefully before using the Services (as defined below). By clicking on the “I agree to the Terms of Use” button, You agree that Your use of the Services is governed by these Terms of Use. We recommend that You keep a copy of these Terms of Use and print it out for future reference.

DISCLAIMER: We will not be liable for your failure to follow up on a patient in any way, shape or form, particularly if it is deemed to be extremely necessary.

DISCLAIMER: We are licensing the Services on an “as is” and “as available” basis and make no warranties of any kind, whether express, implied, statutory or otherwise, with respect to the Services (including any content contained therein), including (without limitation) any implied warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. In order to use these Services, You must first read and accept Our Privacy Policy. You are prohibited from using Our Services without first accepting Our Privacy Policy.

1. Applicability

1.1 These terms of use (hereinafter “Terms of Use“) govern how you (hereinafter “You“; also referred to as “Your” or as more particularly defined below as “User“) may use the services relating to the applications, platforms, websites, content, products and services (the “Services“) made available by MONA.health bv, a limited liability company under Belgian law, with registered office at Rotspoelstraat 1, 3060 Bertem, registered with the Crossroads Bank for Enterprises under company number 0768.507.541 (hereinafter “MONA.health“; “We“, We may also be referred to as “Us” or “Our“). By using the Services in any way, You agree to these Terms of Use.

1.2 These Terms of Use shall, of course, be read in accordance with the terms of the Main Agreement, i.e. the agreement we have concluded with (i) You, (ii) Your medical practice or the medical practice of which You are a member or (iii) the hospital to which You are affiliated whether as an employee or as an independent contractor.

(hereinafter “Main Agreement“)

1.3 You represent and warrant that You have the necessary legal authority to agree to and accept these Terms of Use.

2. Description of the Services

2.1 MONA is an Artificial Intelligence based solution that can screen retinal disorders such as diabetic retinopathy and diabetic macular edema. The solution uses Artificial Intelligence (AI), under the form of deep learning, to automatically recognize disease patterns in the retina scans (hereinafter “the Solution”)

2.2 The MONA Solution consists out of a device (a laptop with camera) and a web app (hereinafter the “App”). The web app component is a Software as a Medical Device. The device component is optional, and healthcare professionals may also use their own device and camera.

2.3 The use of the MONA Solution always starts with a healthcare professional (doctor or nurse) taking retinal pictures of each eye of a patient with a retinal camera. This is either done with the device component (laptop with camera) provided by MONA.health or with similar devices in use by the healthcare professional.

2.4 The healthcare professional subsequently uploads the images taken via the device to the MONA web platform whereby these images are linked to an existing patient or a new patient. The web platform’s AI algorithms will perform the prediction (referability estimate), and the healthcare professional may make further diagnosis-related annotations.

3. Use of the Services

3.1. Pursuant to these Terms of Use, the Services and the Solution may be used only by a healthcare professional.

(hereinafter defined as “User“).

3.2. With regard to the use of the Services and the Solution, each User is obliged:

• use the Services and the Solution in accordance with the provisions of the Main Agreement;
• comply with the provisions of any law, regulation, ordinance or decision of the federal, regional, local or international authorities;
• refrain from manipulating the information provided in any way or by any technique;
• not to send data, messages or documents via the Services and the Solution, or to load data or documents via the Services and the Solution:

1. violating the rights (including, but not limited to, moral rights or intellectual property rights) of any party other than You or MONA.health (hereinafter “Third Party(ies)”) or of the providers of the Services and the Solution;
2. the content of which is harmful, defamatory, violent, unlawful, obscene or humiliating or violates the privacy of Third Parties;
3. The use or possession of which by the User is prohibited by law or by agreement;
4. which contain viruses or instructions that may cause damage to the Services and the Solution and/or hinder or disrupt the services provided via the Services and the Solution.

3.3. In order to use the Services and the Solution, You must have an Internet connection. You are solely responsible for the telecommunications of computer network equipment necessary to use the Services and the Solution. You are solely responsible for making this available.

3.4. You are jointly responsible for the security and confidentiality of Your use of the Services and the Solution. You are advised to keep Your communications with Us secure and not to communicate or disclose them to Third Parties.

3.5. You are fully responsible for all activities conducted under Your name. You agree to notify Us immediately of any unauthorised use of the Services and the Solution under Your name or any other breach of security. We will not be liable for any loss or damage arising from Your failure to comply with the above requirements.

4. Licence – Restrictions

4.1. The Services and the Solution made available by Us are exclusively Our property. All rights in and to the Services and the Solution not expressly granted to You in these Terms of Use are reserved by Us.

4.2. We hereby grant You a personal, revocable, non-exclusive, non-transferable, non-sublicensable right of use for the duration of the Agreement to use the Services and the Solution in accordance with the Terms of Use.

4.3. Neither you nor a Third Party shall under any circumstances:

1. decompile, disassemble or reverse engineer the software, or attempt to reconstruct or discover in any way the source code, underlying ideas, algorithms, file formats or programming interfaces of the Services and the Solution;
2. distribute, sell, rent, sublicense, lease, loan, distribute or otherwise transfer the Services and the Solution or any part thereof to any third party, except as expressly permitted under these Terms of Use;
3. change, remove or make illegible any product identification, proprietary information, copyright notices, digital watermarks or other notices in or on the Services and the Solution;
4. modify, adapt or change any part of the Services and the Solution, create a derivative work from any part of the Services and the Solution or integrate the Services and the Solution into or with other software, except as expressly permitted by Us in writing;
5. Giving yourself unauthorised access to Our IT infrastructure or structure in order to access the Services and the Solution or use the Services and the Solution to carry out or promote illegal activities;
6. use the Services and the Solution to generate unsolicited e-mail advertisements or spam;
7. Use an automatic, electronic or manual high-volume process to access, search or collect information on the Services and the Solution (including but not limited to robots, spiders or scripts);
8. impersonate another person or entity;
9. intentionally distribute worms, Trojan horses, corrupt files or other destructive or fraudulent elements or use the Services for illegal, intrusive, infringing, defamatory or fraudulent purposes;
10. remove or otherwise circumvent technical and other protective measures in the Services and the Solution.

4.4. By uploading, creating or otherwise transmitting information, data or images through the Services and the Solution and without prejudice to the provisions of Our Privacy Policy, You grant Us a non-exclusive, royalty-free, worldwide, sublicensable and transferable license to use, copy, store, modify, transmit and display User Content as necessary to supplement and update the Services and the Solution.

4.5. We reserve the right, but have no obligation, to monitor and remove any User Content that is deemed to violate the provisions of the Terms of Use or to be inappropriate, or that violates the rights of Third Parties or applicable laws or regulations.

5. Intellectual Property Rights

5.1. In the context of these Terms of Use between the User and Us , the Services and the Solution and all (established and/or applicable) related or associated worldwide (currently known or later supplementary)

1. copyright, neighbouring rights and moral rights;
2. trademark or service mark rights;
3. rights to trade secrets, know-how and expertise;
4. patents, patent rights and industrial property rights supplementary protection certificates;
5. rights to layout design rights;
6. trade and company names, domain names, database rights, rental rights and all other industrial and intellectual property rights or similar rights (whether registered or unregistered);
7. registrations, registration services, renewals, extensions, subdivisions, improvements or reissues relating to these rights and the right to apply, maintain and enforce any of the foregoing, in any case and in any jurisdiction worldwide, as long as this protection applies;
   (hereinafter the “Intellectual Property Rights“) stay Our exclusive property.

5.2. Except for rights expressly granted under the Main Agreement or these Terms of Use, nothing in the Main Agreement or these Terms of Use will function to transfer any of either part’s Intellectual Property Rights to the other party, and each party will retain exclusive interest in and ownership of its Intellectual Property developed before the Main Agreement or these Terms of Use or developed outside the scope of the Main Agreement or these Terms of Use.

Nothing in the Main Agreement or these Terms of Use shall be construed to transfer ownership of any Intellectual Property Rights, the Main Agreement and these Terms of Use cover a license only.

5.3. All rights in and to the Services and the Solution not expressly granted to the User in these Terms of Use are reserved to Us. Except as expressly provided in these Terms of Use, no express or implied licence is granted to the User in respect of the Services and the Solution or any part thereof, including any right to obtain any source code, data or other technical material relating to the Services and the Solution.

6. Support

6.1. If You require technical support, please contact [email protected] We will make reasonable efforts to answer Your questions in the shortest possible time and to solve Your technical problems with Our Services and Our Solution.

7. Privacy and Protection of Your Personal Data

7.1. Your privacy is very important to Us and We will comply with all applicable laws when processing any information that can lead to the identification of a natural person (hereinafter Your “Personal Data“).

7.2. You will always retain ownership of Your Personal Data. MONA.health only uses Your Personal Data to deliver the Services to You, to inform You about them and to improve Our Services.

7.3. Our general policy on privacy and processing of personal data (hereinafter referred to as the “Privacy Policy“), available at https://mona.health/privacy-policy/ provides further information on how We collect and process Your Personal Data.

Before You can use Our Services, You must agree to Our Privacy Policy.

8. Fees

8.1. The Services are made available to the Users against payment (hereinafter the “Fee”).

8.2. Under no circumstances shall any payment made by patients to the Users for the advice provided to the patients or any consultation be arranged through Our Services.

9. Liability

9.1. To the extent permitted by law, We will not, under any circumstances, be liable for any loss or damage caused by a distributed denial of service attack, viruses or other technologically harmful material that may infect Your computer equipment, computer programs, data or other protected material through Your use of Our Services and Our Solution.

9.2. To the extent permitted by law, We accept no liability for failure to maintain the Services and the Solution and/or failure to deliver the content in a timely manner. MONA.health takes no responsibility and accepts no liability for the answers entered and/or the advice given by You. We emphasize that it is up to the User – as defined under these Terms of Use – to ensure a fast and efficient follow-up of the patient by any means. However, we shall not be held liable for the User’s failure to follow up, or for the failure to follow up in a timely manner, the healthcare professional in the event of a deterioration in the problems declared by the patient.

9.3. In accordance with this section of these Terms of Use, You agree that We shall only be liable on the basis of these Terms of Use to the extent that the damage suffered by You is directly attributable to Us. For the avoidance of doubt, We shall not be liable for any claims arising from:

• Your unauthorised use of the Services and the Solution;
• Your use of the Services and the Solution in conjunction with products or services that do not belong to Us.

9.4. To the extent permitted by applicable law, We shall not be liable to You or any Third Party for any special, indirect, exemplary, punitive, incidental or consequential damages of any kind, including, without limitation, damages or costs resulting from loss of profits, data, revenues, goodwill, from purchase of substitute services, or from damage to property arising out of the Services and the Solution covered by these Terms of Use, including, without limitation, any miscalculation or use, misuse of the Services or inability to use the Services, regardless of the cause of the claim or the theory of liability – whether based on tort, contract, or otherwise – even if We are aware of the likelihood of such damages.

9.5. The Services may contain inaccuracies and typographical errors, including in respect of the Fees. We do not guarantee the accuracy or completeness of the content and services offered on Our Services and Our Solution. Furthermore, We expressly reserve the right to correct any erroneous information on the Services and the Solution.

9.6. We shall not be liable in any way for damages resulting from Your acts or omissions based on the content available on the Services and the Solution. We shall also not be liable for any actions, advice, errors, omissions, representations, warranties or breaches of duty of any healthcare professional and/or Third Party Independent Service Providers.

9.7. Subject to the maximum extent permitted by applicable law, Our liability under these Terms of Use in respect of any event (or series of related events) shall not exceed €2,000.

10. Warranties and disclaimers

I. By Us

10.1. All warranties, conditions and representations otherwise implied by applicable law with respect to the Services are excluded to the fullest extent permitted by law and are disclaimed. Except as expressly provided in these Terms of Use and to the extent permitted by applicable law, the Services are provided “as is” and “as available”. We make no (and hereby disclaim all) other warranties, covenants or representations and conditions, whether written, oral, express or implied and without limitation, and all implied warranties of satisfactory quality, handling, trade usage or practice, merchantability, usefulness, availability, title, non-infringement or fitness for a particular use or purpose, and subject to the use, misuse or inability to use the Services and the Solution provided by Us to the User. In particular, We do not represent or warrant that the Services and the Solution will be free of errors, viruses or other harmful components, or that defects will be corrected. In this respect, You must take Your own precautions.

We do not guarantee that:

• All errors can be corrected or access to or operation of the products will always be uninterrupted, secure and free from errors;
• The information, including but not limited to the results, available on the Services and the Solution is true, complete and accurate.

10.2. You expressly acknowledge and agree that We shall not be liable for any health-related decisions or advice taken by You as a healthcare professional and/or Third Parties based on the results arising from the Services and the Solution, whether or not such data is accurate.

10.3. You expressly acknowledge and agree that Your use of the Services and the Solution and the results is at Your sole risk. You acknowledge and agree that there are risks associated with transmitting and storing information over the Internet and that We will not be liable for any loss of data, including, but not limited to, results and any related user content.

10.4. As provided herein, We will indemnify and defend You against substantiated and valid claims by Third Parties to the extent the claim is based on a violation of the Third Party’s intellectual property rights by the Services and the Solution and/or the Documentation and excluding claims resulting from:

• Your unauthorised use of the Services and the Solution;
• Changes to the Services and the Solution by You or by a Third Party appointed by You;
• Your failure to use the latest version of the Services and the Solution and/or documentation made available to You or Your failure to incorporate or install corrections in the Services and the Solution and/or documentation when We indicated that the update or correction was necessary to prevent a potential breach;
• Your use of the Services and the Solution in conjunction with products or Services not specifically provided by Us, without Our express consent.

10.5. Such an indemnification obligation shall be subject to the following conditions:

• We shall be immediately informed in writing of any such claim or demand;
• We will determine the defence and settlement of such a claim at our own discretion;
• At Our request, You will cooperate fully with Us in the defence and settlement of such claim at Our expense;
• You shall not make any representations as to Our liability with respect to any such claim, nor shall You agree to any settlement with respect to any such claim, without Our prior written consent.

If these conditions are met, We will indemnify You for all damages and costs incurred by You as a result of such claim, as awarded by a court of competent jurisdiction in final instance or as agreed in the settlement with Our plaintiffs.

10.6. If, in Our reasonable opinion, the Services and Solution are likely to be the subject of an infringement claim by a Third Party, We reserve the right, in Our discretion and at Our own expense:

• to modify the Services and the Solution (or the (allegedly) infringing part thereof) so that the infringement no longer exists, but the equivalent functionality is retained;
• to obtain a licence for You to continue to use the Services and the Solution in accordance with these Terms of Use;
• terminate the Agreement (in particular, these Terms of Use) and pay You an amount equal to a proportionate part of the Fees for that part of the Services and the Solution to which the breach relates.

II. By the User

10.7. You will, insofar as not covered by the Main Agreement, indemnify and hold Us harmless from any claim, demand, loss, liability or damage of any kind, including reasonable attorneys’ fees, whether in tort or contract, that they or any of them may face as a result of a Third Party claim relating to:

• Your breach or violation of any provision of these Terms of Use or other instructions or policies;
• Content that violates the Intellectual Property Rights of third parties;
• Fraud, deliberate deception or gross negligence on Your part.

10.8. We are under no obligation to You to back up any User Content and/or advice given. You agree that use of the Services contrary to or in violation of the User’s terms and warranties in this section constitutes unauthorised and inappropriate use of the Services and the Solution.

11. Updates or changes to Our Terms of Use and/or Our Services

11.1. We reserve the right at any time, with or without cause and without notice or liability to You:

• For good reason to amend, supplement or change these Terms of Use;
• modify the Services. This includes the removal or discontinuation, temporarily or permanently, of any service or other feature of the Services without any liability to the User or Third Parties; and/or
• Reject or terminate your use of and/or access to the Services, in whole or in part, temporarily or permanently.

11.2. Any such amendments, additions or changes to the Terms of Use and/or the Services will take effect immediately after they are made available on the Services or after You have been notified of them.

By continuing to use the Services after the indicated time, You agree to the changes, additions or modifications to the Terms of Use and/or the Services.

11.3. You do not have the right to modify, supplement or amend these Terms of Use in any way.

11.4. With respect to amendments, additions and/or modifications of Our Privacy Policy, You will be notified separately in accordance with Our Privacy Policy.

11.5. We recommend that You check the Terms of Use periodically to ensure that You are aware of the most recent Terms of Use that You must comply with.

12. Duration and termination

12.1. These Terms of Use (and therefore the agreement between You and Us) are effective from the time You sign up for Our Services and Our Solution and will remain in effect until terminated, or, if none of these events occur, for as long as You continue to use the Services and the Solution and for as long as the underlying licence agreement remains in effect.

12.2. We may immediately terminate Your use of the Services and the Solution at any time if You provide false, incomplete or inaccurate information when subscribing to Our Services and Our Solution or at any other time during the provision of the Services and the Solution.

12.3. We may immediately restrict, terminate or suspend Your use of the Services and the Solution at any time, without notice or liability, in Our sole discretion, for any serious breach by You of these Terms of Use or the underlying agreement and without limitation, including, but not limited to, a breach of the Terms of Use, or other instructions, guidelines or policies (including, without limitation, the Privacy Policy). Any such suspension by Us shall continue until You cure the violation that led to the suspension or limitation.

13. Varia

I. Force majeure

13.1. We shall not be liable for any failure or delay in performance of Our obligations in respect of the Services if such failure or delay is due to causes beyond Our control, including but not limited to acts of God, war, strikes, lockouts, riots, epidemics, fire, communication failures, power failures, earthquakes, other disasters, unauthorised access to Our information technology systems by Third Parties or for any other reason if Our failure to perform the obligations is beyond Our reasonable control.

II. Full agreement

13.2. These Terms of Use together with Our Privacy Policy constitute the entire agreement and understanding between You and Us. These Terms of Use supersede all prior proposals, understandings and any other oral or written agreements between You and Us with respect thereto.

III. Severability

13.3. If any provision of these Terms of Use is found by a court of competent jurisdiction to be unenforceable or invalid, the remaining provisions of these Terms of Use shall continue to be enforceable. The invalid and unenforceable provision shall be deemed valid and enforceable to the fullest extent permitted by law.

IV. Waiver

13.4. The unenforceability of any provision of the Terms of Use shall not constitute a waiver of such or any other provision.

V. Allocation

13.5. We may freely assign or partially assign the rights and obligations set forth in these Terms of Use without Your consent and without notice to You.

You may not assign these Terms of Use or any of Your rights and obligations under these Terms of Use without Our prior written consent.

These Terms of Use are binding on and for the benefit of the parties and their respective successors and assigns.

VI. Announcements

13.6. All Our notifications intended to be received by You are deemed delivered and effective when sent to the e-mail address You provided when You subscribed to Our Services. If You change this e-mail address, You must also change Your e-mail address on the personal settings page.

VII. Expiry of the Agreement

13.7. Articles 5, 6, 9, 10, 12 and 13.8 shall remain in force even after the termination or expiry of the agreement.

VIII. Applicable law and jurisdiction

13.8. The Agreement shall be exclusively governed by and construed in accordance with Belgian law and shall not be construed in accordance with any conflicting laws or regulations. The courts and tribunals of Antwerp have exclusive jurisdiction if a dispute arises in relation to the Services.

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If You have any questions regarding the Services or these Terms of Use, please contact Us at the following address: [email protected].

These Terms of Use are provided electronically on Our Website: https://mona.health/terms-and-conditions/. A paper version is available on request via [email protected].