General Conditions of Use

These general conditions regulate the contractual relationship (hereinafter"agreement") between:

Security LabHealth Tech SA, with registered office in Lugano (Switzerland), C.so Enrico Pestalozzi 21/a – 6900, hereinafter referred to as "Security Lab HealthTech" AND The health care professional registered on the medrooms.ch web platform, hereinafter referred to as "User"

(both defined as"Parties", individually "Party")

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GIVEN THAT

a. Security LabHealth Tech has created and manages an online teleconsultation platform(WebApp) called Medrooms, which can be reached by the User by accessing the medrooms.ch domain (hereinafter referred to as the "Platform") which does not require the installation of programs or Apps on Users' devices.

b. The Platform allows the User and his authorized personnel to generate virtual rooms for remote audiovisual communication.

c. The Platform does not allow the audiovisual recording of the activities carried out in the virtual rooms and the sharing of files.

d. The User here by declares that he has read, understood and accepted the GeneralConditions of Use of the Platform and the related Privacy Policy, also declaring that he is licensed to practice the health profession, this circumstance being an essential and necessary condition for the conclusion of this agreement.

e. Security LabHealth Tech is available to provide the User with ancillary services based on what is indicated in point C.

f. Security LabHealth Tech acknowledges not to act as an agent, distributor or representative of the User, as well as to act as a separate company and in full autonomy with respect to the User.

g. Neither Party has the power to represent or bind the other Party, whereby each Party undertakes to refrain from creating the appearance of similar powers to the outside.

Having said that, the Parties stipulate and agree as follows.

A. SUBJECT

These general conditions of use (hereinafter "General Conditions") govern the rules of use of the Platform through which the User provides remote medical-health advice to patients and patients' family members.

1. In particular, the User is entitled to:

a. Generate virtual rooms for remote audiovisual communication with other patients and family members of patients, up to four devices simultaneously for each room, with the possibility of screen sharing from laptops or desktop computers.

b. Use thePlatform for secondary prevention, diagnosis, rehabilitation and patient monitoring.

c. Allow its authorized personnel to use the Platform; in particular, the User undertakes to draw up and keep updated the list of personnel authorized to use the Platform and, upon request, to provide a copy of the same, subject to confidentiality, to SecurityLab Health Tech, as well as to inform in writing the persons authorized on theGeneral Conditions of Use of the Platform.

2. In order to be able to effectively use the features of the Platform, the User will be required to use a device connected to the internet.

3. The use of the Platform is granted to the User in the state of fact in which the Platform is located ("as is"), known and accepted by the User after careful analysis, i.e. without any specific representation or guarantee of suitability for the purpose , availability, quality, safety and/or compliance with the regulations applicable to the User by virtue of its statute and/or its activity.

4. In particular, the User accepts, assuming the associated risk, that there are malfunctions due to the lack of compatibility of the Platform with the browsers installed on the devices of the users of the Platform. Security Lab Health Tech SA undertakes to find a reasonable solution to improve the compatibility of the Platform but does not guarantee the resolution of the problem.

5. Security LabHealth Tech is expressly exempted from any obligation to supervise and control access to the Platform, without prejudice to its obligation, if requested by the User in writing, to deactivate the domain name assigned to the User within three working days from the communication of the relevant request.

6. The User is not authorized to transfer his rights, nor to grant licenses or sub-licenses to third parties.

B. PERFECTION OF THE AGREEMENT

1. These GeneralConditions must be examined online by the User before the conclusion of the registration procedure, following the completion of the mandatory fields andthe affixing of the appropriate flag, implies full knowledge and acceptance by the User.

2. This agreement will be considered finalized following:

• The exact and complete compilation of the Register Form;

• Acceptance of these General Conditions terms and the Privacy Policy;

• The subsequent validation of the e-mail address previously indicated by the User when completing the registration form.

C. ADDITIONAL SERVICES

Security LabHealth Tech undertakes to provide the User, according to methods that will be established separately by the Parties, the following ancillary services:

a. at its discretion and after consultation with the User, customize the Platform in its graphic design, based on the User's logo / brand, using the related primary and secondary colors;

b. register and provide a personalized third-level domain in the format http://nameagreed.medrooms.ch;

D. GRANT OF LICENSE TO USE THE TRADEMARKS

The Trademarksare and remain the exclusive property of the User.

The User grantsSecurity Lab Health Tech the non-exclusive right, revocable at any time, to usethe Trademarks for the purpose of personalizing the Platform.

Security LabHealth Tech undertakes not to include the Trademarks in websites, onlinecontents (including references), domain names (with the exception of the"user.medrooms.ch" domain), brochures and similar without priorwritten consent of the User.

Security LabHealth Tech undertakes to indicate in all written or paper and non-paperdocuments (including invoices, correspondence, signs, advertising, purchaseorders or similar documents, files, websites, electronic messages, etc.) that:(i) the Trademarks are registered (by adding the “TM” symbol), (ii) they arethe exclusive property of the User and (iii) any illicit use will be prosecuted.

Security LabHealth Tech undertakes to immediately notify the User of any event or behavior, even if only threatened, which could constitute a violation of the right to the trademark or which could cause negative effects, even if only potential, in terms of reputation associated with one or more Brand names. 

If, in the sole discretion of the User, it should be useful or appropriate, at any time,Security Lab Health to modify or discontinue the use of one or more Marks or to use one or more additional or replacement marks, Security Lab Health Tech will implement without delay the modification of the Trademarks or related use postulated by the User. Security Lab Health Tech will arrange for the removal and destruction of the affected Marks in accordance with the instructions of the User such as in the event of an early termination of this agreement.

Security LabHealth Tech is expressly exempt from any liability in the event of infringement of the rights relating to the Trademarks by persons who do not act under the exclusive and direct responsibility of Security Lab Health Tech.

E. DURATION, TERMINATION, EARLY TERMINATION

1. This agreement will have the duration of the chosen Subscription Plan and will start from the date of User Registration

2. The agreement will automatically renew based on the subscription terms selected (1 month or 3months) during registration or agreed, if the User does not notify Security LabHealth Tech SA of the withdrawal in writing to the email address medrooms@sec-lab.com

• WITHIN the first 15 days of first/initial registration: no payment to be paid by the User since it is a 15-day trial period

• AFTER the first 15 days from the first/initial registration: the User will be required to pay the price set by the Subscription Plan chosen during registration (1 month or 3 months) which will cease automatically upon expiry, without automatic renewal.

3. This agreement may be terminated on an extraordinary and early basis by notice by registered letter if one Party (alternatively):

• conducts itsActivities illegally or in a way that endangers the safety or health of its customers, employees, suppliers and/or partners; or
• engage in any conduct or practice which, in the reasonable opinion of the other Party, reflects or could reflect negatively on or causes or could cause harm or damage to theTrademarks, business, image, profitability or reputation of the interestedParty or its licensors or business partners;
• is the recipient of an order for the limitation or termination of the use of thePlatform by a Court or an Authority;
• violates one or more obligations contemplated by this agreement, including purely ancillary obligations, and fails to remedy them within 3 (three) working days from receipt of the notice of breach of contract.

4. Within the ordinary expiry date of the agreement, respectively within 2 (two) working days from the communication of the early termination of the agreement, the User undertakes to stop all use of the Platform and to return the cards for quick access , while Security Lab Health Tech undertakes to cease any use of theMarks, providing in particular the deactivation of the domain name and the removal of the Trademarks from the Platform.

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F. METHOD OFPAYMENT

The User paysSecurity Lab Health Tech a monthly flat-rate remuneration depending on theSubscription Plan chosen, upon presentation of the relative invoice and payment slip.

In the event of non-payment, Security Lab Health Tech has the right, without incurring any liability, penalty or reduction of the agreed fee, to suspend the use of thePlatform without notice and with immediate effect until the relative amount isreceived. The suspension is communicated without delay and in writing to theUser.

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G. CONFIDENTIALITY

Each Party undertakes to:
a. not to disclose, during the period of validity of this agreement and after its termination for an indefinite period, Confidential Information received in the context of the contractual relationship; where for Confidential Information must be understood all the information that has not been made public by the interested Party or with his consent, and in particular: personal data according to the definition of the current FADP and GDPR, information regarding any past, present or future activity concerning the enterprise, research, development, commercial activities, even non-profit activities, products, services and technical knowledge (know-how), including information relating to the functioning of the Platform and the technology used.
b. use theConfidential Information exclusively in the context of the implementation of this agreement and, after its termination, to refrain from any further use;
c. spontaneously and without delay return any document, resource and/or object certifying ConfidentialInformation in its possession and delete the Confidential Information stored in electronic format (e-mail, files, presentations, etc.) from any installations /supports / accounts upon occurrence of the first among the following events:(a) possession no longer justified by the agreement, (b) termination of the agreement, (c) simple written request from the other Party;
d. put in place all technical and organizational measures reasonably necessary to keep theConfidential Information secure and secret and to communicate it only to employees who need to have such information in relation to the performance of activities contemplated or presupposed by these General Conditions.

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H. OBLIGATIONS AND RESPONSIBILITIES OF THE USER

With this agreement, the User:
a. guarantees the truthfulness and authenticity of all the data provided when completing the registration form and when creating your User Profile. In fact, the User will be solely responsible for both the false or inaccurate declarations provided by the same, and for any actions that may harm the image of Security Lab HealthTech and/or third parties;
b. undertakes, for the entire duration of this agreement, to promptly update their data, thus ensuring that they are current and complete;
c. undertakes to refrain from involving Security Lab Health Tech in any disputes or disputes that may arise in relation to the medical-health services/consultations carried out during the teleconsultation;
d. declares that the use of the Platform will take place exclusively for professional and not private purposes;
e. declares that the use of the services of the Platform will not be aimed at carrying out illegal activities;
f. declares that the use of the services of the Platform will not compromise in any way the commercial image of Security Lab Health Tech and/or third parties;
g. undertakes as of now to indemnify Security Lab Health Tech from any claim for compensation, from anyone, deriving from the violation of the preceding articles or other legislation for the protection of third parties.
h. undertakes not to publish information and contents on the pages of the Platform that may present forms and contents of a pornographic, obscene, blasphemous, offensive, defamatory nature or in any case unsuitable for minors;
i. undertakes to indemnify Security Lab Health Tech from any possible compensation request, both in court or out of court, made by third parties against Security Lab HealthTech due to the publication by the User of information, texts and representations in the inside the chat on the Platform;
j. agrees to keep the Username and Password secret, given that such information is strictly personal and cannot be shared, communicated or transferred to third parties;
k. agrees to be solely responsible for all use of the User Account and corresponding password.

I. DISCLAIMER OF LIABILITY OF Security Lab Health Tech

The User with the completion of this agreement, a accepts that Security Lab Health Tech is expressly exonerated from any liability for:

a. interruption or suspension of the Platform services, caused by problems of a technical nature, unforeseeable circumstances, force majeure, provisions of the JudicialAuthority, difficulties and impossibility of communication and/or data transmission of any kind, interruptions in the supply of energy electricity, acts of third parties and, in general, from any impediment or obstacle that cannot be overcome with ordinary diligence;
b. disservices or malfunctions connected to the use of the Internet independent of your work and/or that of your suppliers;
c. any temporary suspension of its contractual obligations, due to an event deriving from improvements, repairs and/or maintenance of the Platform.
d. for the content of any other website through which the User has reached the Platform accessible via links from the Platform.

J. MODIFICATIONS

a. The User, with the completion of this agreement, recognizes as of now to Security LabHealth Tech, the right to be able to unilaterally and at any time modify theseGeneral Conditions.
b. In the event of a unilateral change referred to in the previous paragraph, Security LabHealth Tech will be required to communicate to the User, to the e-mail address provided by the latter at the time of registration, the contractual changes that have occurred in order to allow the latter to withdraw from this agreement in the event that he does not intend to accept the contractual changes made.
c. If the User does not exercise, within 15 days from receipt of the communication referred to in point b., the right of withdrawal pursuant to point E., the contractual changes that have occurred will be considered tacitly accepted by the same.

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K. PARTIAL INVALIDITY 

If for any reason any part of these conditions is found to be invalid or ineffective, the validity and enforceability of the remaining terms and conditions will be fully preserved.

L. COMMUNICATIONS

The User declares to consider the contact details entered by the same in the registration form valid (billing address, telephone numbers, e-mail address)and undertakes to keep them constantly updated.

The User here by declares that he wishes to receive all communications relating to the development, modification or termination of this agreement, to the e-mail address entered by the User at the time of registration.

Written communications intended for Security Lab Health Tech and any complaints will be considered valid only if they are sent by e-mail to the following addresses: contact@medrooms.ch and medrooms@sec-lab.com

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M. APPLICABLE LAW

The relationship between the Parties with reference to any area and activity related or simply connected with this agreement is governed by Swiss substantive law, with the exclusion of private international law and international conventions.

Any legal action or proceeding with respect to these General Conditions and any action for the implementation of any decision with respect to the same is the exclusive competence of the ordinary courts of the Lugano forum.