These Terms and Conditions of Shared Documents govern the relationship between healthcare professionals, healthcare assistants and non-healthcare professionals (hereinafter referred to as “Third Parties”), as defined below, and Medicenter Company LLC; located at 8 The Green 16614, Dover, DE 19901, USA, e-mail address: legal@medicenter.com (hereinafter referred to as “MEDICENTER” and together with the “Third Parties”, hereinafter referred to as the “Parties”) by using the QR code and/or link (hereinafter referred to as the “QR Code” and the “Link”) generated and displayed by the user of MEDICENTER’s proprietary mobile application (hereinafter referred to as the “Application”). Third Parties shall be subject to these Terms and Conditions of Shared Documents to the extent applicable to them and binding hereunder, together with all other policies and principles of MEDICENTER incorporated herein.

MEDICENTER provides an application to enable its users (hereinafter referred to as “User, Users”) to securely digitize, store and share their health records with Third Parties (hereinafter referred to as the “Service”).

For purposes hereof, Healthcare Professionals include, but are not limited to, physicians, psychologists, nutritionists, dentists, kinesiologists, nurses, among others.

Similarly, Healthcare Assistants shall include, but not be limited to, home health aides, therapeutic companions, therapeutic assistants, among others.

Non-Healthcare Professionals are those third parties who are not directly or indirectly related to health.

ANY THIRD PARTY THAT DOES NOT ACCEPT THIS DOCUMENT, WHICH IS MANDATORY AND BINDING, MUST REFRAIN FROM SCANNING THE QR CODE AND/OR USING THE LINK THAT THE USER OF THE MEDICENTER APPLICATION HAS MADE AVAILABLE TO THEM IN ORDER TO VISUALIZE THEIR INFORMATION.

SECTION ONE: Access to Information. Use of the Application.

• In order to access the information provided by the user, third parties do not need to register. For their part, the User provides the Third Party with a link and/or a QR code that can be scanned by any mobile phone with a camera in order to access the information that the User makes available through the Application (hereinafter referred to as the “Information”).
• In order to access the Information, the Third Party must enter their name and last name and accept the contents of this document entitled “Terms and Conditions of Shared Documents”.
  
  3. The Third Party understands and accepts that access to the Information will be available for the time period determined by the User, according to the specifications of the Service, without giving rise to any claim against MEDICENTER and/or the User. For more information, please refer to the User Terms and Conditions.

1.4.   The Third Party shall be the only person authorized to view the Information and agrees not to disclose the Information to any other person, not to allow access to the Information, and not to make screenshots and/or videos of the Information. Any use of the Information as a result of scanning the QR Code (hereinafter referred to as “Scanning”) and/or using the link shall be deemed by MEDICENTER to have been made by and under the responsibility of the Third Party.

1.5. MEDICENTER reserves the right to temporarily and/or definitively suspend access to the Information by the Third Party, when there are allegations against the Third Party of suspicion of culpable and/or malicious actions of any kind.

SECTION TWO: General Conditions for the Use of the Information.

• The Third Party understands and accepts that they may only access, process and use the Information for the purposes of providing their professional services and/or for the purposes indicated and specified by the User and for no other purpose. Likewise, the Third Party understands that it will only be able to visualize the Information if the User agrees and voluntarily shares the same through the aforementioned means.
• In the event that the Third Party decides to do so, the Third Party may include comments within the Information, by means of which it may provide a diagnosis and/or treatment and/or valuable indications to the User. The Third Party understands and accepts that once they click on the “Accept the proposed comments” button, such comments cannot be modified and will be stored in the User’s account.
• The Third Party agrees that the User may view the date and time of the query, the User’s first and last name, and the User’s comments, whether it be a diagnosis, treatment or useful information, as many times as the User decides or needs.
• The Third Party agrees that the User may share and/or delete the comments received by the Third Party at any time and with any person, whether it be a healthcare professional or not.
• The Third Party understands and agrees that the information provided by the User allows the Third Party to keep said information. However, since the information belongs to the User, it will be the decision of User to determine how long such information will be available to the Third Party, according to the options provided by the Application. For more information, please refer to the User Terms and Conditions.
• The Third Party understands that the information provided by the User falls under the concept of “Sensitive Data”, as it contains health-related information. This type of data will be processed by the Third Party in accordance with the specific conditions established for data protection, pursuant to the provisions of Law No. 25.326 on the protection of Personal Data, its complementary and amending regulations and any other law that may replace it in the future. For more information, please refer to the Privacy Policy.
• Generally, the Sensitive Data of the User includes: (i) racial and ethnic origin, (ii) place of birth, (iii) place of residence, (iv) type and number of health insurance coverage, (v) blood group and blood factors, (vi) information on toxic habits, (vii) gender condition and/or data related to sexual life, (viii) current and/or past diseases, (ix) current and/or past medications and/or treatments, (x) health history and/or any other health data of family members, and/or the definitions established by the applicable legislation of each country, which shall prevail.
• The Third Party may access the information provided by the User free of charge.
• The Third Party agrees to make proper and lawful use of the Information in accordance with the applicable legislation, the professional regulations relating to its subject matter and scope of professional services, these Terms and Conditions of Shared Documents, generally accepted morality and decency and public order.
• MEDICENTER shall not be liable if the Third Party does not have a means of communication or a technological device compatible with the use of the Application or the QR Code or the link to access the Information.

When scanning the Code, the Third Party agrees that:

1. Will not perform the Scanning for purposes that are unlawful, illegal, contrary to the provisions of these Terms and Conditions of Shared Documents, good faith and public order, harmful to the rights and interests of third parties;
2. Will not attempt to harm the User in any way or access restricted resources on the Application, QR Code and/or Link;
3. Will not scan with an incompatible or unauthorized device;
4. Will not introduce or disseminate computer viruses or any other physical or logical system that may cause damage to the QR Code and/or the Link and/or the Application.

SECTION THREE: Liability.

3.1. MEDICENTER only provides Third Parties with a tool to access the User’s information, provided that the latter voluntarily decide that such Third Parties may make use of it.

3.2. MEDICENTER only provides the technical means necessary to manage the Information and shall not be liable for any other obligation.

3.3.  The Third Party understands and agrees that MEDICENTER is not responsible for the quality of the Information provided by the User and shall not be responsible for the accuracy, reliability, availability, effectiveness or use of the Information provided by and to Users.

3.4. MEDICENTER makes every effort to facilitate the management of the Information, but makes no warranties with respect to the Information.

3.5. MEDICENTER does not guarantee the accuracy of the data collected and entered by the User through the Application.

3.6. MEDICENTER is not responsible for the information or data provided by medical examinations and/or analyses carried out by specialists in the field, nor for the treatments provided by Professional Users and/or Healthcare Assistants. MEDICENTER will only provide the necessary means for the storage, preservation and management of the information provided by the User through the Application, and for the disclosure of such information to third parties, if the User intends to do so, and for the period of time for which the User decides to make such information available.

3.7. The MEDICENTER Service is not intended to diagnose, treat, cure or prevent any disease, but merely provides a means for Third Parties to access relevant User Information in order to offer their services. Furthermore, the Third Parties are fully responsible for their activities and the resulting professional obligations, as well as for the information they make available through the Application or the QR Code and/or the Link.

3.8. The Third Party agrees to always obtain the express consent of the User for the purpose of sharing their information with other health-related professionals or persons, who fall under the concept of Third Party derived from this document.

3.9. The Third Party acknowledges and accepts that the Digital Health Records are unbreachable and that, if it has access to them, it shall be responsible for their safekeeping and storage and shall implement the necessary means and resources to prevent access by unauthorized persons to the information contained therein.

3.10. The Third Party acknowledges and accepts that when they conduct transactions with MEDICENTER, they do so at their own risk. Under no circumstances shall MEDICENTER be liable for any damage, whether pecuniary or non-pecuniary, that it may suffer as a result of the services provided.

3.11. The information provided by the Third Party on the Application and to the User must be accurate and must not contain any discriminatory, offensive, defamatory or other language that violates these Terms and Conditions of Shared Documents and/or applicable law, nor must it contain any false or misleading information. The Third Party is fully responsible for the information it provides to the User.

SECTION FOUR: Use and Warranty.

4.1. MEDICENTER does not guarantee the availability and uninterrupted operation of the Application and/or the Scanning and/or the QR Code and/or the Link. Consequently, MEDICENTER shall in no event be liable for any damages arising from (I) the lack of availability or accessibility of the Application and/or the Scanning and/or the QR Code and/or the Link; (II) interruptions in the operation of the Application and/or the Scanning and/or the QR Code and/or the Link or computer malfunctions, telephone failures, interruptions, delays or blockages caused by defects or overloads in telephone lines, data centers, communication systems, the Internet or other electronic systems occurring in the course of their operation; and (III) any other damages that may be caused by third parties through unauthorized interference beyond the control of MEDICENTER.

4.2. MEDICENTER does not guarantee the absence of viruses or other elements in the Application and/or the Scanning and/or the QR Code and/or the Link introduced by third parties outside MEDICENTER that may cause alterations in the physical or logical systems of the Third Party or in the electronic documents and files stored in its systems. Consequently, MEDICENTER shall not be liable under any circumstances for damages of any kind that may be caused by the presence of viruses or other elements that may cause alterations in the physical or logical systems, electronic documents or files of the Third Party.

4.3. MEDICENTER adopts various protective measures to protect the Application and/or the Scanning and/or the QR Code and/or the Link against computer attacks by third parties, in accordance with industry standards and the applicable legal regulations in relation to the type of information that will be processed by third parties through it. However, MEDICENTER does not guarantee that unauthorized third parties will not be able to know the conditions, characteristics and circumstances under which the Third Party accesses the Information. Consequently, MEDICENTER shall in no event be liable for any damages arising from such unauthorized access.

4.4. By accepting these Terms and Conditions of Shared Documents, the Third Party agrees to indemnify, defend and hold MEDICENTER, its subsidiaries, affiliates, officers, directors, partners, employees, attorneys and agents harmless from and against any and all claims arising out of (I) any breach by the Third Party of any provision of these Terms and Conditions of Shared Documents or any applicable law or regulation, (II) any breach or violation of the rights of any Third Party, including, but not limited to, other Third Parties, and (III) any breach or violation by the Third Party of any provision of these Terms and Conditions of Shared Documents or any law or regulation applicable thereto, or by the Third Party’s use of the Information; and (III) any failure to comply with any authorized use of the Information.

SECTION FIVE: Intellectual and Industrial Property Rights.

5.1. The Third Party acknowledges and accepts that all intellectual and industrial property rights to the contents and/or any other elements inserted in the Application, the Scanning and/or the QR Code and/or the Link (including, but not limited to, trademarks, logos, trade names, texts, images, graphics, designs, sounds, databases, software, flowcharts, presentations, audio and video) belong to MEDICENTER.

5.2. MEDICENTER authorizes the Third Party to use and display the contents and/or the elements inserted in the QR Code and/or the Link exclusively for their personal, private and non-profit use, and to refrain from any act of decompilation, reverse engineering, modification, disclosure or transfer. Any other use or exploitation of the Content and/or other elements inserted in the QR Code and/or the Link, other than those expressly provided for herein, shall require the prior authorization of MEDICENTER.

SECTION SIX: Confidentiality of Information.

6.1. The Third Party understands and accepts that the Information provided by the User is strictly confidential and may not be disclosed, communicated or revealed to third parties, unless otherwise specified in writing by the User.

6.2. By accepting these Terms and Conditions of Shared Documents, the Third Party agrees not to disclose, comment, communicate and/or make known in any way, without the User’s prior written consent, any data, information or documentation that may be accessed on the occasion of or as a result of the Scanning.

6.3. The following information shall not be considered confidential: (a) Information that is, has been or will become public knowledge by any other means not originating from the Third Party; (b) Information that has been lawfully communicated to the Third Party by a Third Party without any obligation of confidentiality; (c) Information that the Third Party is required to disclose by virtue of a legal or regulatory obligation, or by a court order, or at the request of a competent agency. In the event of any of the circumstances set forth in this subsection, the Third Party required to disclose the information shall notify the User and MEDICENTER of such circumstance within twenty-four (24) hours of receiving notice to that effect.

6.4. The confidentiality obligation shall remain in full force for an indefinite period of time after the end of the Scanning.

SECTION SEVEN: Data Protection.

7.1. The Personal Data provided by the Third Party will be included in a database managed by MEDICENTER, whose address is indicated in the title of this document (hereinafter referred to as “Personal Data”).

7.2. MEDICENTER declares that the Personal Data of the Third Party will be used solely for the purpose of providing the Scanning and leaving comments made by the Third Party on the Application. The only data that will be processed will be the First Name and Last Name of the Third Party. 

7.3. MEDICENTER agrees to ensure compliance with the provisions of the applicable legislation on the protection of Personal Data of Third Parties and to guarantee the rights conferred by the aforementioned regulations.

SECTION EIGHT:  Assignment.

8.1. The Third Party may not assign their rights and obligations under these Terms and Conditions of Shared Documents without the prior written consent of MEDICENTER.

8.2. MEDICENTER may assign these Terms and Conditions of Shared Documents without the prior consent of the Third Party to any entity within their group of companies anywhere in the world and to any person or entity that succeeds them in the conduct of their business, regardless of title.  

SECTION NINE: Applicable Law and Jurisdiction.

9.1. These Terms and Conditions of Shared Documents and the relationship between MEDICENTER and the Third Party shall be governed by and construed in accordance with the laws of the Republic of Argentina, and any dispute arising in connection therewith shall be submitted to the ordinary courts of the Province of Salta, Republic of Argentina.