Shareguard Health Terms & Conditions

Version 1.3

1. Your Agreement

Hygiaso AG ("Hygiaso", "We", "Us", "Our") operate the shareguard mobile apps, the shareguard web site (shareguard.health) and any associated linked sites and services which link to these shareguard Terms & Conditions ("Terms"), individually or collectively the "Application").

These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ('You', "Your"), and Us, concerning Your access to and use of the Application. You agree that by accessing the Application, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APPLICATION AND YOU MUST DISCONTINUE ANY USE IMMEDIATELY.

We may post supplemental terms and conditions or documents on the Application from time to time are hereby expressly incorporate these herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to the Application and/or these Terms from time to time. This is the case when We add new services to the Application in particular. You agree to minor adaptations to the Application or Terms without notification. We will notify you about material changes to these Terms within the Application or by requiring you to update the Application if applicable and requiring you to confirm your agreement to such material changes to continue using the Application. Should these Terms or any other information presented in different languages differ from one another, then the English version is the legally relevant version, unless stated otherwise.

2. Users and Eligibility

Anyone interacting with our Application, is a User. The Application is intended for Users who are at least 18 years old and major. If You are younger than 18 years old, You represent that your parent or guardian has authorised You using this Application; if this is not the case, you must not use this Application. Persons under the age of 13 are not permitted to use this Application.

As a User, you are fully responsible and accountable for your activities using the Application, regardless of whether you are a User using the Application in your private capacity (Private User), or if you are a User using the Application in a professional capacity or on behalf of an entity (Professional User).

If you are a Professional User, then it is your responsibility to ensure, and you represent that Your use of the Application is conforming with all applicable professional and practice standards, the requirements and policies of your entity and that you are duly authorised to use the Application on behalf of the entity to which you are associated and that you agree to these Terms.

As a Professional User, You and your entity must register within the Application and your status may be subject to verification. By registering, You agree and authorise Us to verify Your professional status and association to your entity. Separate agreements between entities and Us may exist. Where these agreements contradict these Terms, the contradicting aspects of those agreements take precedence over these Terms.

3. Our Services

We have developed and own software which is made available via the Application and enables users to collect, record, hold and request and share certain health related data. Our Application allows exchanging data with other Users. Data is encrypted at rest (when stored) and in transit (when transferred). Our software also enables You to authenticate other Users, so that you can be sure with whom you are sharing data or from whom you receive data. Only the recipients whom you have authorised to receive your data will be able to access and decrypt the data you have decided to share with them. You can choose to be notified when anyone shares anything with you that you are interested to receive.

Our Application was designed with Your privacy in mind and by the Application's de-central design, we enable You to hold Your data to yourself, so that You only decide what to share with whom and for what purpose. You can choose to share Your data also with Professional Users in medical, health related or research practice.

4. License and Permitted and Prohibited Use

The Application is the property of Hygiaso AG.

As a User who agreed with our Terms and uses the Application consistent with these Terms, we grant You a non-exclusive, non-transferrable, non-sublicensable, revocable and indefinite license to use the Application in accordance with these Terms.

You may install and run the software as applicable to the extent required to use the Application consistent with these Terms. With the exception of any legal rights, you are not entitled to de-compile, reverse engineer or change, nor copy, distribute, sell or otherwise exploit the Application or parts thereof in any way without Our prior express written permission. We reserve all rights not expressly granted to you.

Data shared via the Application is not certified for medical decision making or diagnosis. It has been collected or recorded by Private Users and should be regarded as Patient Reported Experience Measures (PREM) or Patient Reported Outcome Measures (PROM) with all the subjectivity, bias or error this may introduce. This applies also to any User device generated data, which may be distorted by improper use or functioning of those devices. Professional Users must therefore not rely on data they have received through the Application for medical or diagnostic decision making.

You must not use the Application for any unlawful purposes or in legally non-compliant way.

You commit to fair use of the application, which means a use for your own purposes linked to Your own personal health, at the request of a Private User with regard to their personal health, or in your professional health related role. In particular you abstain from any automated use other than through services or interfaces We provide (e.g. not using it through bots), or using it with non-health related data or any use which could lead to excessive use of the resources We require to provide Our services to You.

We may assign any or all of our rights and obligations to others at any time.

The Application is intended and permitted to be used in Switzerland only.

5. Pricing

We incur cost associated with the transfer of data and operating the Application and require compensation for Our services. We disclose our pricing through Our Application or website.

As a Private User, You can use the Application free of charge for non-commercial and personal use.

As a Professional User, the use of the Application is subject to the agreement or agreements that We have concluded with You or your entity.

In absence of separate agreements stating otherwise, Your use of the Application is priced as per our disclosed pricing.

We reserve the right to change our pricing, introduce or discontinue certain fees or functionalities at our sole discretion from time to time.

You, or your entity respectively, agree to pay any transaction and license fees, including any applicable Value Added Tax (VAT) within the payment period and payment means agreed. Failing to pay the full amount due within the payment period constitutes a delay and constitutes a violation of these Terms without requiring any reminders of Us.

6. Term & Termination

Unless agreed otherwise in a separate agreement with You or your entity, the license to use the Application is granted for an indefinite term.

As a private User, you can terminate Your license at any time by deleting the shareguard mobile apps and deleting your account and any authentication credentials to our web-based services.

As a Professional User, your license to use the Application is terminated, if your entity withdraws your authorisation to use the Application or if you leave your entity.

You and Us may give notice to this agreement with a notice period of three months to the end of the current billing period. Either of us can give notice to this agreement anytime for an important reason. An important reason is the violation of these Terms and not remediating the violation within 10 days after written notice.

If you are violating these Terms, we may terminate your license to use the Application with immediate effect. Subject to the nature or materiality of the violation, We will generally aim to allow for a reasonable remediation period.

With termination of this agreement, your license to use the Application is terminated and you must delete any software and documentation and copies thereof. Any claims for fees already committed or paid are excluded, unless specified differently elsewhere in this agreement.

7. Your Obligations

You have a duty of care to use the Application and hold the data per generally accepted good practice standards to securely interact, process and hold the data in the Application. As a Professional User, these standards must be no less than those used by your entity for confidential or for patient data.

You must keep your authentication credentials and access means securely and confidentially. You use the Application only with your own personal credentials and do not share them or share access to the Application with others.

Entities who allow their Users access and use of the Application, have to maintain the record of authorised Users on the Application up-to-date. They must adjust or remove authorisation of their registered Users, if any of these Users change their role or leave the organisation immediately.

You must observe and use the Application conforming with applicable law, in particular also applicable data protection and privacy law.

You commit to observe these Terms and use the Application as intended, fairly, and abstain from any misuse or abuse. You must not access the Application through automated or non-human means, whether bot, script or otherwise.

You maintain a conduct of respect for the individual in all use of the Application and abstain from any despicable, inappropriate or otherwise objectionable behaviour.

As a Professional User or entity, you commit to perform on any requests from Private Users to execute their rights, granted to them by law, notably the data protection laws, in particular their right to their own information, deletion, correction, or withdrawal of any consent they may have given to You.

As a Professional User or entity, you commit to collect and process any Personal Data in compliance with good clinical and research practice as applicable and in conformance with applicable data protection laws.

8. Privacy Policy

Our Privacy Policy is part of this agreement and is included by reference. You have reviewed and agreed to be bound to it.

The Privacy Policy regulates the distribution of tasks and responsibilities regarding the processing of Personal Data, which You and Us perform, be it in a controller or processor capacity.

The Privacy Policy also regulates the distributions of tasks and responsibility between You and Us regarding the joint Processing of Personal Data insofar as You and Us jointly determine the means and purposes of the processing of Personal Data. You declare that the description of your responsibility in the Privacy Policy adequately reflects how You determine the purposes and means of processing of Personal Data and carry out the processing of Personal Data.

The Application is hosted and all Personal Data is stored in Switzerland and/or your mobile device. If you enable notifications, then those notifications are passed to you using a nearby server, which can be outside of Switzerland. Notifications do not contain nor grant access to health data.

9. Warranty and Liability

Our software and services are provided via the Application “AS-IS” and “AS-AVAILABLE” for your private use as a Private User and internal business purpose if you are a Professional User. We provide this software and services without warranty of any kind, either express or implied, including, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You agree that your use of the Application is at your sole risk.

You take note, that software however diligent it may have been developed and maintained may contain errors, and hence complete prevention of disruption or malfunction cannot be guaranteed. We hence do not provide and decline any warranty to the extent permitted by law.

We may experience software, or other problems or need to perform maintenance related to the services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by Your inability to access or use the services during any downtime or discontinuance of the services. Nothing in these Terms will be construed to obligate us to maintain and support the services or to supply any corrections, updates, or releases in connection therewith.

If you observe any malfunction or disruption, you are asked to report these to us immediately, with appropriate supporting evidence, and we will attend and seek to resolve the issue. If We are unable to resolve the issue within a reasonable time and that persisting issue prevents any continued reasonable private or professional use, then You may terminate your license to use the Application. In that case, we will not reimburse or waive the fees for the remaining term of the agreement. Further warranties, including reduction of license fees or damages are expressly excluded.

While we strive to use reliable services from reliable partners, we do not provide any warranty, nor are we liable for any disruption of services which are beyond the scope of our influence. This in particular applies to 3rd party services, like cloud services or force majeure.

Any liability of Us for direct or incidental damages, such as opportunity losses, additional cost incurred, 3rd party damages or loss in revenue or profits, is precluded except for intentional or grossly negligent use or conduct to the extent permitted by law. Indemnification as per the Indemnification clause below remains reserved.

If We are subject to a fine, penalty, damages compensation or forfeiture resulting from the Processing of Personal Data in violation of the Data Protection Legislation that does not derive from the Our direct liability either partially or fully, We shall have redress rights against You to the extent that You bear responsibility for the sanctioned violation.

10. Indemnification

You must report any claims or objections raised by third parties to Us immediately and authorise us to lead the defence, including any settlement. You commit to support Us to an appropriate and reasonable extent.

To avoid 3rd party claims, We can obtain the right for you to continue using the Application or appropriately adapt or exchange the Application or pieces of it, without impairing the principal functionality of the Application. If neither of these measures are possible, then You are entitled to terminate this agreement. By terminating this agreement, your license to use the Application is also terminated and any prospective fees will be waived or reimbursed. Any further warranties for claims of third parties are precluded.

You indemnify us from any 3rd party claims originating from using the Application inconsistently with these Terms.

11. Entire Agreement

These Terms together with any incorporated documents by reference (such as our Privacy Policy) and any other bilateral agreements between registered entities and Us form the whole agreement.

If any clause in this agreement is ineffective or not applicable, the residual agreement remains valid mutatis mutandis.

Any separate agreements or changes to our agreements have to be executed in writing.

12. Governing Law and Dispute Resolution

This agreement is governed by Swiss Law. The place of jurisdiction for any dispute regarding this agreement or in connection with this agreement is Basel-Stadt, Switzerland.

13. Contact

You may contact us via e-mail to info@shareguard.health.