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1.1
These general conditions (hereinafter: “General Conditions”) describe the conditions applicable to the use of the application Held by the User and CROSSuite BV, with registered office at 2600 Antwerp, Uitbreidingstraat 390 bus 4, with company number 0893.863.413 (hereinafter: “Crossuite”). The acceptance of these General Conditions, together with possible special conditions, creates an agreement (hereinafter: “Agreement”) between Crossuite and the User.
1.2
The acceptance by the User of these Terms and Conditions implies his/her acknowledgment that the Agreement between the parties is governed solely by these Terms and Conditions, and the User waives any differing terms.
2.1
In these general conditions the following terms shall have the following meanings:
User
A registered user of Held.
Held
Means Crossuite’s software in the form of a mobile application and web platform used by the User.
Intellectual Property Rights
All existing and future intellectual property rights, such as but not limited to, copyrights, trademarks, trade names, designs, patents, all protection applications relating to the aforementioned rights and all extensions and renewals thereof, as well as know-how, trade secrets, all aforementioned rights anywhere in the world, and any other possible legally applicable protection rights.
Trademark
Means all words, logos, symbols, slogans and other signs, whether or not registered as trademarks, used in commercial traffic by Crossuite.
Force Majeure
Any event or circumstance beyond the reasonable control and without fault of the affected party, which temporarily or permanently prevents the affected party from (continuing to) fulfill its contractual obligations. Such events or circumstances include, but are not limited to: riots, wars, acts of terrorism; earthquakes, floods, fires and other natural disasters; sabotage; strikes; epidemics or pandemics; interruptions and breakdowns of computer facilities, etc.
Confidential Information
Any information considered confidential by the parties, either because the parties have designated it as confidential or proprietary, or because the information should reasonably be considered confidential due to the nature of the information or the circumstances. Confidential Information includes but is not limited to customer lists, databases, know-how, business plans and strategies, personnel records, accounting records, financial information.
3.1
Held is a software solution in the form of a mobile application and a web platform, which provides the User with access to his health information, documents related to his health, his appointments with health care providers and other related services related thereto. Held is in no way to be considered a medical device.
3.2
These Terms and Conditions describe the conditions under which the User can use the Held application. Under the terms described in these Terms and Conditions, the User obtains a non-exclusive, non-transferable, non-sublicensable, revocable license to download Held on his mobile device, and to use the features of Held in accordance with the purposes of Held.
4.1
The User obtains access to Held by registering, either through the web platform or through the mobile application.
4.2
To use the mobile application, the User must install it on their smartphone. The mobile application itself is downloadable from the Apple App Store (for devices operating on iOS) and the Google Play Store (for devices operating on Android OS).
4.3
The use of Held is free of charge to the User.
5.1
The User undertakes to use Hero as a normal and prudent person and only for the purposes for which the application was developed.
5.2
The User undertakes to keep his/her login details safe and not to share them with third parties, except for any auxiliary persons mandated to do so by the User, which is exclusively at the User’s risk. In no way can Crossuite be held liable for the improper access to the User’s account by a third party pursuant to the negligence in this regard by the User.
5.3
It is the sole and exclusive responsibility of the User to promptly install software updates relating to Hero, and to keep the devices on which he installs and uses Hero up-to-date, secure against unauthorized access (security code, biometric access, …) and provide the necessary security software against malware, viruses and the like.
5.4
5.5
Any breach of any provision of this article by the User will be considered a serious contractual breach. Consequently, in such cases, Crossuite is entitled, among other things (without being limited to this), without prior warning, to temporarily suspend or permanently block the use by Hero by the User, and this without prejudice to article 12.2 and any other measures mentioned in these General Terms and Conditions.
6.1
All information uploaded by the User on Hero (such as health information, medical documents, information about the practices with which the User is affiliated, appointment information), is to be considered confidential information. Crossuite undertakes not to use any confidential information for its own purposes and it will take the necessary measures so that such information is not accessible by third parties. Crossuite will not disclose confidential information to anyone other than Crossuite’s employees and independent contractors, but always on a need-to-know basis. Crossuite will treat and keep the confidential information with appropriate care and take all reasonable measures to secure the information.
6.2
The User undertakes not to disclose and not to use for any purpose other than the normal use of Hero any confidential information of Crossuite, being any information that should reasonably be considered non-public (such as source code, methods, databases, information about other users, etc.), unless Crossuite has given its express consent.
6.3
The foregoing does not apply to information that can be proven to the recipient (a) to be generally available to the public, or (b) to have been in its possession or known to it before it received it from the Disclosing Party, or (c) to have been lawfully disclosed to it without restriction by a third party, or (d) to have been independently developed without the use of Confidential Information of the Disclosing Party, or (e) to have been required to be disclosed by law or court order.
7.1
The User acknowledges that the Intellectual Property Rights relating to Held and the Marks, belong exclusively to Crossuite.
7.2
Consequently, the User’s use of Held is strictly limited to the purposes of the Agreement. No implicit licenses broader than what is provided in the Agreement are granted and under no circumstances can an implicit transfer of Intellectual Property Rights be derived from these Terms and Conditions.
7.3
The User may only reproduce or publicly communicate Crossuite’s Marks if it is for the promotion of Held and/or Crossuite. In any reference to the Marks, including the name Hero, the User shall respect the origin function of the Mark, and shall not create or attempt to create the impression that the Marks belong to the User. The User will not make any reproduction or public communication of the Marks that may in any way affect the good name and reputation of Crossuite. The User shall not modify the Marks.
7.4
If the User uploads, posts, publishes, transmits, reproduces, links to or otherwise distributes certain content to or through Held, the User grants to Crossuite a worldwide, non-exclusive, fee-free, transferable and sublicensable right to anonymize and reuse such content (if any) for statistical purposes.
7.5
User authorizes Crossuite to reproduce and publicly communicate User’s trade names, logos and trademarks on Hero and Crossuite’s other websites and (social media) channels to promote Held. Upon termination of the Agreement, such references will be removed upon first request within a reasonable period of time.
8.1
Information on Held may contain information provided by independent third parties. While Crossuite makes reasonable efforts to ensure the accuracy of all information on Hero, Crossuite makes no warranty as to the accuracy of such information, and is not responsible for injuries or damages the User may suffer by relying on information provided by independent third parties.
8.2
Held may contain links that allow the User to access other websites not under the control of Crossuite. The User agrees that links to third party sites are provided for convenience only and does not constitute an endorsement by Crossuite of such external websites.
9.1
Held is made available as is and as available according to Crossuite’s reasonable efforts, without any obligation of result or warranty with respect thereto. Accordingly, Crossuite disclaims all warranties, express or implied, including, but not limited to, warranties of a particular quality and fitness for a particular specific purpose of the User.
9.2
Crossuite makes all reasonable efforts to provide the best possible availability of Held, but it does not warrant that its operation will always be uninterrupted or error free. Held is therefore made available in the state in which it is and as available. Should any problems arise with the availability or proper operation of Held, Crossuite undertakes to use its best efforts to resolve the problem as soon as reasonably possible, but without giving any warranty in this respect. In each case and where appropriate, Crossuite will be free to determine, what, if any, may constitute an appropriate remedy or compensation with respect to the User in this regard.
9.3
Crossuite is merely to be considered as an intermediary in the medical relationship between the User and the healthcare provider. Consequently, Crossuite is in no way liable for, or held to any form of indemnity towards the User, for any discussions (e.g., inadequate care delivery, discussions regarding fees) that may occur between the User and the healthcare provider.
9.4
Except in the case of willful misconduct, Crossuite shall not be liable for or liable to compensate any intangible, indirect or consequential damages including (but not limited to) failure to achieve a particular economic objective; loss of profits, sales or revenue; an increase in administrative or personnel costs; an increase in overhead costs; third party claims; missed opportunities or missed savings, etc.
9.5
Without prejudice to the preceding provisions, the total contractual and extra-contractual liability of Crossuite for all damages that would occur during the entire duration of the Agreement is at all times limited to the amount for which Crossuite’s liability insurer is willing to intervene.
9.6
The User will indemnify Crossuite, its organs and collaborators against all third party claims that would arise or that are the consequence of the contractual default of the User of its obligations stipulated in this Agreement, or by other behaviors of the User that constitute an extra-contractual fault.
10.1
If Crossuite is prevented from executing or continuing to execute the Agreement due to Force Majeure of a permanent or temporary nature, Crossuite is under no circumstances liable for this. Furthermore, in case of permanent Force Majeure, Crossuite is entitled to terminate all or part of the Agreement by means of a written notification without judicial intervention, without any obligation for compensation.
11.1
The Agreement is entered into for an indefinite period of time. The User may terminate the Agreement at any time by deleting the account on Held.
11.2
Crossuite may, of its own accord and without judicial intervention, terminate the Agreement in the event of a serious breach of contract by the User which is not rectified within 15 days after the latter has been given written notice by Crossuite. Such formal notice is not required in the situations from which any remedy is no longer possible or no longer useful to restore confidence between the parties.
11.3
The death of the User shall automatically result in the termination of the Agreement.
11.4
All parts of this Agreement which by their nature should remain in effect even after termination, shall remain in effect even after termination, including, but not limited to, confidentiality obligations, limitation of liability, disclaimer of warranties, retention periods of personal data….
12.1
The nullity, invalidity or unenforceability of any provision of the Agreement including these General Terms and Conditions shall nevertheless retain its maximum permitted effect and, moreover, this shall in no way affect the validity or enforceability of the remaining provisions of the Agreement including these General Terms and Conditions.
12.2
Only Belgian law is applicable to this Agreement.
12.3
All disputes fall under the exclusive jurisdiction of the courts having material and territorial jurisdiction over Crossuite’s registered office.