Terms of Use

Last Updated: 15.03.2022

 
By using the Platform (as that term is defined below), you accept and agree to be bound by and comply with these terms of use, as updated from time to time in accordance with section 3 below titled “changes to these terms of use and platform”. The term “you” refers to the person or entity visiting the Platform, or installing, downloading, accessing or otherwise using the Platform (“use” or “using” in these terms of use will mean any of the foregoing). If you do not accept and agree to be bound by these terms of use, you must not use the Platform.
If you are using the platform on behalf of a company, medical practice or other legal entity, you are nevertheless individually bound by this agreement even if your company has a separate agreement with us.

1. Acceptance of Terms of Use

The following terms of use, including as applicable, all Appendices (the “Terms of Use”) govern your use of: (1) our website located at www.tonicapp.io (the “Website”); (2) our mobile application that makes available, among other professional tools and content, a communications service to our end-users (“Healthcare Professionals”), and the paying clients or partners (“Clients”), as well as our tools to facilitate communication between the end-users (such mobile application, the “Tonic App Mobile Application”); and (3) all other products or services provided by us, such as “Tonic Search”, as described on the Website (collectively, the “Platform”).
These Terms of Use form an agreement between Tonic App, S.A. (“Tonic App”, “us”, “we”, “our”) and you.

2. Terms Applicable to Healthcare Professionals

In addition to the terms and conditions set out in the main body of these Terms of Use: if you are a Healthcare Professional, the provisions set out in Appendix A (Terms Applicable to Healthcare Professionals) will apply.

3. Changes to these Terms of Use and Platform

Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time without notice. Your continued use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly for any changes. We reserve the right to change any information, material or content contained on, or provided through the Platform at any time, and from time to time, without notice.

4. Usage of the Platform and Service Eligibility

As a condition of being granted a right to use of the Platform, you represent, covenant and warrant that: (1) you possesses the legal authority to create a binding legal obligation and in doing so you will not violate any other agreement to which you are a party; (2) in the case where you are a natural person, you have reached the age of majority in your jurisdiction; (3) you are a certified physician or other healthcare professional; (4) you are not currently restricted from the Platform, or not otherwise prohibited from having a Tonic App Mobile Application account; (5) you are not a competitor of Tonic App or are not using the Platform for reasons that are in competition with Tonic App; (6) will only maintain one Tonic App Mobile Application account at any given time; (7) will not violate any rights of Tonic App, including intellectual property rights such as copyright or trademark rights; (8) agree to provide at your cost all equipment, software, and internet access necessary to use the Platform; and (9) you will use the Platform in accordance with these Terms of Use.

We retain the right, at our sole discretion, to temporarily or permanently deny you access to the Platform (or any part thereof) for violation of these Terms of Use.

5. Notifications and Service Messages

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Use or to our Privacy Policy, will be in a written form and given: (1) by Tonic App via email (in each case to the address that you provide); or (2) by posting to the Website; or (3) via the Tonic App Mobile Application. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You also agree that Tonic App may communicate with you through other means, including telephone number. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Platform.

6. License Grants

We grant you a personal, revocable, non-exclusive, non-sub-licensable and non-transferable license during the term (“Term”) to use the Platform in accordance with these Terms of Use for the Permitted Use only.

You grant to us a irrevocable, royalty-free, fully paid-up and worldwide license to access, collect, store, disclose and use any data, information, records and files that you load, transmit to or enter into the Platform for the purposes of: (1) making available the Platform; (2) developing and improving the Platform; (3) complying with applicable law; and (4) complying with our reasonable audit and data retention policies.

7. Ownership

All copyright and / or associated rights and / or rights regarding computer programs / software and / or industrial property rights, as well as any others of similar nature, commonly jointly referred to as (“Intellectual property”), among others, related to all and any product or service, project, technological solution or technical documentation, design work, manuals, databases, simple ideas or know-how, trade secrets, commercial information sales/marketing techniques, regarding the Platform are the exclusive property of Tonic App.

Use in any form, fully or in part, by any person, of anything related to the abovementioned type of intellectual property rights that are the exclusive property of Tonic App require prior written authorisation by Tonic App.

The Platform and all materials provided by us hereunder are licensed and not “sold” to the users, the Healthcare Professionals.

We expressly reserve all rights in and to the Platform (and any part thereof) that are not specifically granted to you under these Terms of Use. You acknowledge and agree that all right, title and interest in the Platform (and any part thereof), all information, material or content provided by us to you in connection with these Terms of Use, and any update, adaptation, translation, customisation or derivative work to any of the foregoing, will remain with us (or our third party suppliers, if applicable). The Platform and all materials provided by us hereunder are licensed and not “sold” to the users, the Healthcare Professionals.

8. Security

You will be required to sign up for a user account (the “User Account”) using the available interfaces on the Platform and to provide a valid, working email address and password to access and use the Platform and communicate with other healthcare professionals through the Platform. Upon registering, you will select a password. Your email address and the password and codes assigned to you are, collectively, your “User Information”.

You are responsible for keeping your User Information secure and will not share your User Information with anyone else. You are responsible for all acts or omissions carried out under your User Information. You agree to immediately notify Tonic App in writing by email ([email protected]) of any unauthorised use of your User Information or any other breach of security. Tonic App is not and shall not be liable for any harm arising from or relating to the theft of your User Information, your disclosure of your User Information, or the use of your User Information by another person or entity. We reserve the right to disable any User Account issued to you at any time in the event that we believe or reasonably suspect that User Information has been used contrary to these Terms of Use or otherwise misused.

9. Registration

To register, you must provide your name, email address, medical specialty, and other information specified in the registration form (“Registration Data”). You represent and warrant: (1) the Registration Data that you provide about yourself is true, accurate, current, and complete; and (2) you will maintain and promptly update the Registration Data to keep it at all times true, accurate, current, and complete. You authorise Tonic App, in its sole discretion, to confirm the truthfulness and accuracy of the Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Tonic App has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Tonic App has the right to suspend or terminate your User Account and refuse any and all current or future use of the Platform. You also authorise Tonic App to access your contact list and/or address book on your device at your direction in order to allow you to share information, images and videos with specific contacts you choose, connect with your colleagues, or to allow you to invite specific contacts you choose to use the Platform. If your invitee is a resident of any country that has anti-spam laws or privacy laws requiring consent from users in place, including, but not limited to, Argentina, Australia, Belarus, Brazil, Chile, Costa Rica, Iceland, Ireland, Israel, Japan, Mexico, New Zealand, Norway, Peru, South Africa, Turkey, the United Kingdom, Venezuela or any part of the European Economic Area, you must obtain his or her prior consent to use his or her email address to share information, images or videos or issue an invitation to use the Platform.

10. Privacy Policy and Privacy Warranty

Please click the following link to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing personal data, and which is hereby incorporated into and forms a part of these Terms of Use: “Privacy Policy”.

You agree and warrant that: (1) you will, at all times, comply with all applicable laws (including all applicable privacy laws); and (2) all information, material or content that you provide to us will contain no information about an identifiable individual or information (“Personal Data”) that is otherwise subject to applicable laws or regulations, including, but not limited to, any applicable laws, rules or regulations relating to personal health information and personal information and privacy, depending on your country or jurisdiction of access to the Platform, except for Personal Data in respect of which you have obtained all applicable third party consents, authority and permissions, and have made all applicable third party disclosures, in each case if and as required by applicable laws (including privacy laws), regarding all collection, storage, use, disclosure and transmission, including to us and to all applicable third parties. You retain the sole responsibility of your individual compliance with applicable laws.

Please note that certain information, statements, data, and content (such as photographs) which you may submit to the Platform, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

11. User Content Terms

All content generated by a user registered in the Platform (“Registered User”) including all message data transmitted using the Tonic App Mobile Application, must comply with local, national, provincial, state, and federal privacy legislation and best practices. Identifying information must be removed.

When submitting images through the Platform, you must remove all personally identifying information (or information which could be used to identify an individual) regarding the person in the image and the relatives, employers, or household members of that person. This includes, but is not limited to, the following: (a) names; (b) all geographical subdivisions smaller than a state or province, including street address, city, county, precinct, zip code, and their equivalent geocodes; (c) all elements (except year) for dates directly related to an individual, including birth date, admission date, patient encounter date, discharge date, date of death and exact age if over 89; (d) phone numbers, fax numbers, email addresses; (e) social security numbers, national identity number, or equivalent; (f) medical record numbers; (g) health plan beneficiary numbers; (h) account numbers; (i) certificate/license numbers; (j) vehicle identifiers and serial numbers, including license plate numbers; (k) device identifiers and serial numbers; (l) Web Universal Resource Locators (URLs); (m) Internet Protocol (IP) address numbers; (n) biometric identifiers, including finger and voice prints; (o) full face photographic images and any comparable images, such as photographic images of scars, tattoos, piercings etc. which would allow for an identification; (p) and any other unique identifying number, characteristic, or code.

The Registered User agrees and warrants that they have removed all identifying information and that Registered User does not have actual knowledge that the Images could be used alone or in combination with other information to identify an individual who is the subject of the information.

12. Ownership and Security of Content

Tonic App does not claim ownership of any content that you post on or through the Platform. Any information that you provide will be secured with industry standard protocols and technology. Tonic App is ISO-27001 certified (international standard for managing risks to the security of information held by organisations).

13. “Tonic Search” – Content

The data displayed in Tonic Search is provided by the third party indicated as the data source. Tonic App does not create this data, vouch for its accuracy, or guarantee that it is the most recent data available from the data provider. For many or all of the data, the data is by its nature approximate and will contain some inaccuracies. The data may contain errors introduced by the data provider(s) or any others.

Tonic App expressly disclaims the accuracy, adequacy, or completeness of any data and shall not be liable for any errors, omissions or other defects in, delays or interruptions in such data, or for any actions taken in reliance thereon. Neither Tonic App nor any of the data providers will be liable for any damages relating to your use of the data.

14. Subscription / Usage Fees

Tonic App does not currently charge fees for the use of the Platform. However, you acknowledge and agree that Tonic App reserves the right, in its sole discretion, to charge you for and collect fees from you for the use of the Platform and to send and receive communications. Tonic App will provide notice of any fee collection via the Platform prior to implementing such a fee, and you will have a choice at that time to continue to use the Platform or not. If you choose not to pay, Tonic App reserves the right to immediately terminate your access to the Platform.

15. Unlawful or Prohibited Use

Without limiting the generality of the foregoing, you will not, and will not permit anyone else to, without our prior written permission: (a) use, display, mirror or frame the Platform, or any individual element within the Platform, Tonic App or Tonic App’s names, any Tonic App trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Tonic App’s express written consent; (b) access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose; (c) violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (f) remove any watermarks, labels or other legal or proprietary notices included in the Platform; (g) modify or attempt to modify the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform; (h) use the Platform as part of any service for sharing, lending or multi-person use; (i) attempt to assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform; (k) create adaptations, translations or derivative works based on the Platform, in whole or in part, or decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform; (l) use the Platform in a manner that violates the rights (including, but not limited to, intellectual property rights) of any third party.

Specifically regarding content, you agree not to do any of the following: (a) post, upload, publish, submit, or transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (b) take, post, upload, publish, transmit, or otherwise make use of any screen shots, screen captures, reproductions, drawings, photos, videos, downloads, or data of any of the images, comments, or contributions to the Platform; (c) post, upload, publish, submit or transmit any content that: (1) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, (2) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability, (3) is fraudulent, false, misleading, or deceptive, (4) is defamatory, obscene, pornographic, vulgar, or offensive, (5) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group, (6) is violent or threatening or promotes violence or actions that are threatening to any person or entity, or (7) promotes illegal or harmful activities or substances, in each case as determined by our sole discretion; (d) send any unsolicited or unauthorised advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation, from the Platform; (e) use the Platform or any of its content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Use; (f) collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission; (h) impersonate or misrepresent your affiliation with any person or entity; (i) violate any applicable law or regulation, or any other rules of professional conduct.

Tonic App will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Tonic App may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Tonic App has no obligation to monitor your access to or use of the Platform or to review or edit any content, but has the right to do so for the purpose of operating the Platform, to ensure your compliance with these Terms of Use and the Privacy Policy, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body having jurisdiction. Tonic App reserves the right, at any time and without prior notice, to remove or disable access to any content that Tonic App, at its sole discretion, considers to be in violation of these Terms of Use, the Privacy Policy, or otherwise harmful to the Platform.

16. Third Party Websites

The Platform may provide links to third party websites. We do not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under our control, and if you choose to access any such website, you do so entirely at your own risk.

17. Ads

You acknowledge and agree that some of the Platform may be supported by advertising revenue and may contain advertisements or promotions. If you elect to have any personal, professional or business dealings with anyone whose products or services may be advertised on the Platform, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that Tonic App shall not have any responsibility or liability for any losses or damages that you may incur as a result of such dealings.

Your representations, warranties, and obligations in this section survive termination of these Terms of Use.

18. Viruses

We cannot and do not guarantee or warrant that the Platform is compatible with any computer system or that the Platform, or any links from the Platform, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform. We will maintain industry standard anti-virus software and tools on systems provided by the Platform.

19. Confidentiality of Communications

We do not guarantee the confidentiality of any communications made by you through the Platform. Although we generally adhere to the accepted industry practices in securing the transmission of data to, from and through the Platform, for instance Tonic App is ISO-27001 certified, you acknowledge and agree that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with user’s use of the Platform.

20. General Disclaimer

Use of the platform is at your own risk. The platform is provided “as is” and “as available”. To the extent permitted by applicable law, we disclaim all warranties, representations and conditions of any kind with respect to the platform whether express, implied, statutory or collateral, including, without limitation, the implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose and non-infringement, quality, accuracy, reliability, completeness, currency or timeliness of the platform, or that the platform is or will be error-free or will operate without interruption.

21. Limitation of Liability

Tonic App shall not be held liable under any circumstances, except solely for the liability that results from legal stipulation that cannot be excluded.

You agree that the products provided by Tonic App are made available “in their current status” and “according to availability”, and also accept that not all of the information is provided exhaustively.

In the widest sense possible according to the applicable law, Tonic App denies all guarantees, express or implicit, included, but not limited to, implicit guarantees of marketability and convenience for a specific purpose and does not guarantee that the functions contained are uninterruptedly available or are free of errors, that such defects shall be corrected, or that the webpages or the server that provides these are free of virus or other malicious elements; furthermore, in the widest sense possible according to the applicable law, Tonic App does not guarantee or make representations regarding the use, or results of the use, or the materials on this webpage, or the products in terms of quality, suitability, precision, reliability, safety, or any other aspects.

Tonic App does not guarantee, in any way, operation and suitability for any use, security, efficacy or approval by domestic or foreign regulatory agencies, and refuses liability for any consequences that may arise from future changes to the law, such as use of the products being forbidden or restrictions on the use of the products.

You expressly recognise and accept that the products are used in association with other services which, if these work badly or do not work, may provide wrong data and / or prevent the products from operating correctly and / or for their intended purpose, for which reason they shall expressly waive Tonic App liability regarding any failures and / or other circumstances that result from the operation of that type of services.

Tonic App shall not be liable for:

1. Losses regarding which you are at fault;
2. Losses regarding which third parties are at fault;
3. Losses arising from force majeure or act of God;
4. Any circumstances under which any provision of the Terms of Use has been infringed;
5. Losses arising from interferences, interruptions, computer viruses, breakdowns or disconnection of the operating system that may prevent users from access and navigation and / or access and the correct use of the products;
6. Any other circumstances under which it is not liable according to the law.

22. Indemnification

You will defend, indemnify and hold harmless us and all of our officers, directors, affiliates, partners, employees, agents, successors and assigns (collectively, the “Tonic App Indemnitees”) from and against any liabilities, claims, demands, recoveries, losses, damages, fines, penalties or other costs or expenses, (including, but not limited to, reasonable legal and accounting fees), claimed against the Tonic App Indemnitees by third parties relating to:

• Your breach of any warranties, conditions, representations or obligations under these Terms of Use or any documents referenced herein.
• Your violation of any applicable law (including privacy laws) or the rights of a third party (including, without limitation, privacy or intellectual property rights).
• Any misrepresentations made to other Healthcare Professionals on the Platform.

23. Proprietary Rights’ Notices

All trademarks, service marks, logos, trade names, and any other proprietary designations of Tonic App used herein are trademarks or registered trademarks of Tonic App. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

24. Term and Termination

These Terms of Use will commence on the day you first use the Platform and will continue in force until terminated by either party (Term). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect and without prior notice to you; and (b) you may terminate these Terms of Use at any time by requesting by email ([email protected]) or through any then-available interfaces on the Platform) that these Terms of Use be terminated between the parties and all your User Accounts be deleted and by ceasing use of the Platform. The change will be processed within thirty (30) days.

25. Geographic Application of the Platform

Not all of the services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by applicable law.

26. Governing Law and Jurisdiction

These Terms of Use will be governed by the laws of Portugal applicable therein. These laws apply to your use of the Platform, notwithstanding your domicile, residency or physical location. The Platform is intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in the city of Porto, Portugal, in all disputes arising out of or relating to the use of the Platform.

Notwithstanding the governance of these Terms of Use, you may have additional obligations and responsibilities to adhere to in the jurisdiction in which you practice medicine or another health profession.

For the purposes of that set forth in art. 18 of Law no. 144/2015, of 08-09, we inform users that, in the event of dispute, they can apply for Alternative Dispute Resolution (ADR), regarding which the following ADR entities are available:

Porto Arbitration & Consumer Information Centre: http://www.cicap.pt

27. General Provisions

These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Either party’s failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provisions or right.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 6 (License Grants), 7 (Ownership), 10 (Privacy Policy and Privacy Warranty), 16 (Third Party Websites), 18 (Viruses), 19 (Confidentiality of Communications), 20 (General Disclaimer), 21 (Limitation of Liability), 22 (Indemnification), 26 (Governing Law and Jurisdiction), 27 (General Provisions), and Appendix A.

28. Apple App Store Additional License Terms

If the Platform is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use:

• The parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Platform.
• If any of the terms and conditions in these Terms of Use are inconsistent or in conflict with Apple’s applicable instructions for Minimum Terms for Developer’s End User License Agreement, located at http://www.apple.com/legal/internet-services/itunes/appstore/dev/minterms/ (the “Apple EULA Terms”) or the App Store Terms and Conditions, located at http://www.apple.com/legal/internet-services/itunes/ca/terms.html (the “Apple App Store Terms”) as of the Effective Date, the terms and conditions of the Apple EULA Terms or Apple App Store Terms, as applicable, will apply to the extent of such inconsistency or conflict.

29. Google Play Additional License Terms

If the Platform is provided to you through the Google Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play, the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Use:

• You acknowledge that Google is not responsible for providing support services for the Platform.
• If any of the terms and conditions in these Terms of Use are inconsistent or in conflict with Google’s Google Play Developer Distribution Agreement located at https://play.google.com/about/developer-distribution-agreement.html (the “Google EULA Terms”) as of the Effective Date, the terms and conditions of Google EULA Terms will apply to the extent of such inconsistency or conflict.

30. Assignment

You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Tonic App’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Tonic App may assign or transfer these Terms of Use, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

31. General

The failure of Tonic App to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of Tonic App. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

32. Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements of the Platform (“Feedback”). You may submit Feedback by emailing us ([email protected]). You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable (through several tiers) and transferable license under any and all intellectual property rights that you own or control in relation to the Feedback to use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and display (publicly or otherwise), distribute, redistribute, modify, adapt, make, sell, offer to sell, transmit, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the Feedback for any purpose.

33. Contacting Tonic App

Please contact Tonic App at:

Name: Tonic App, S.A.

Address: Alameda Eça de Queirós, 350 2º andar habitação 1, 4200-272 Porto, Portugal

Telephone Number: +351 223162973

Email Address: [email protected]

Website: www.tonicapp.io

34. Amendments

Tonic App reserves the right to amend the Terms of Use without notice and with immediate effect.

Appendix A – Terms Applicable to Healthcare Professionals

1. Permitted Use

The Platform is provided solely (the “Permitted Use”) to: (a) facilitate communication between healthcare professionals, and (b) to receive newsfeed updates from Tonic App and industry partners including, but not limited to, scientific and professional organisations, pharmaceutical companies, medical devices companies, healthcare providers and recruitment firms.

2. Agreements in Communication

If you would like to engage another healthcare professional through the Platform, you enter into an agreement with that healthcare professional by joining a group of two or more end-users, requesting or sending an invitation, or participating in a discussion. By sending a communication to a healthcare professional, you are extending an offer to enter into a contract on such terms and conditions.

Notwithstanding the foregoing, you acknowledge that you are engaging directly with the healthcare professional(s) and not us, and that we are not a party to and will be in no way responsible for the content and the advice of any healthcare professional(s). We do not make any representations or warranties of any kind with respect to agreements between healthcare professionals and you acknowledge and agree that we are not an agent or representative of you or/and other end-user.

3. Patient Data and Legal Compliance

Legal Obligations: National, provincial, state, and federal laws, as well as ethical and licensure requirements of your profession and health regulatory college and licensing requirements impose obligations with respect to protection of privacy and patient confidentiality that may limit the ability of physicians, healthcare providers, and persons acting on their behalf, to make use of certain confidential patient information (“Patient Information”) and/or to transmit Patient Information to third parties without express consent.

Compliance Representations and Warranties: You represent and warrant that you will, at all times, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of Patient Information, and require all persons or entities under your direction or control to comply with such laws, including the privacy laws and the Privacy Policy. You are at all times solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information that you transmit, store, or receive in connection with the Platform and any third party website.

Tonic App Disclaimer on Patient Information: We expressly do not assume any responsibility for your use or misuse of Patient Information or other information, whether intentional or inadvertent, that is transmitted, monitored, stored or received while using the Platform. We reserve the right to amend or delete any content (along with the right to revoke any membership or restrict access to the Platform) that we determine in our sole discretion violates the above. We further do not assume any responsibility to make any determinations regarding your subsequent reporting or notification obligations arising from any use or misuse of patient information or other information; these determinations and your actions in response to such determinations remain your sole responsibility.

Your representations, warranties, and obligations in this section survive termination of these Terms of Use.

4. Healthcare Professional Disclaimer

All end users (healthcare professionals) are independent persons and not partners, agents or employees of ours. You acknowledge and agree that we have no control over the quality, knowledge, legality of each professional. We are not liable for the acts, errors, omissions, representations, warranties, conditions, breaches or negligence of any healthcare professional or for any personal injuries, death, property damage or other damages or expenses resulting therefrom. We recommend that you perform your own due diligence before entering into any healthcare professional communication.

Tonic app is primarily an information and educational tool and is not intended to serve the following needs: as a diagnostic service; as a confirmatory service to provide certainty in diagnosis; to select, guide, or promote therapy of medical conditions; for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance; or in situations where failure could lead to death or personal injury (collectively, “unauthorised purposes”). Because tonic app has not been designed, intended, or authorised for such unauthorised purposes, you shall not use the platform for such purposes or under such circumstances. You further acknowledge that the use of tonic app’s platform for such unauthorised purposes may constitute a violation of laws applicable to the practice of medicine or other health profession(s).

Tonic app reminds you that the service is not meant to serve as a substitute for your own professional medical judgment. You should always exercise your professional judgment in evaluating your patients, and should carefully consider any treatment plan. Tonic app encourages you to confirm the information made available or otherwise obtained through the service with other reliable sources before undertaking any treatment.