Terms and Conditions

Adhara Terms of Use Last Updated: 02.12.2019

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 2 below titled “changes to these terms of use and platform”. The term “you” refers to the person or entity visiting the website and mobile application (as the term is defined below) 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 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
a) The following terms of use, including as applicable, all Appendices (the “Terms of Use”) govern your use of: (1) our website located at medflash.app (the “Website”); (2) our mobile application (MedFlash) that makes available a communications service to our end-users (“Healthcare Professionals and Students”), and the paying clients or partners providing sponsored or free content (“Clients”), and (3) all other products or services provided by us, as described on the Website (collectively, the “Platform”).

b) These Terms of Use form an agreement between ADHARA, LDA (“Adhara”, “us”, “we”, “our”) and you.

2. Changes to these Terms of Use and Platform
a) 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.
b) 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.

3. Terms Applicable to Healthcare Professionals
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. MedFlash 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 MedFlash 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 MedFlash’s platform for such unauthorised purposes may constitute a violation of laws applicable to the practice of medicine or other health profession(s).

Adhara 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. Adhara encourages you to confirm the information made available or otherwise obtained through the service with other reliable sources before undertaking any treatment.

4. Platform usage 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, medical student, or other healthcare professional; (4) you are not currently restricted from the Platform, or not otherwise prohibited from having a MedFlash Mobile Application account; (5) you are not a competitor of Adhara or are not using the Platform for reasons that are in competition with Adhara; (6) will only maintain one MedFlash Mobile Application account at any given time; (7) will not violate any rights of Adhara, 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.
b) We retain the right, at our sole discretion, to temporarily or permanently deny you access to the Platform (or any portion 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 Adhara via email (in each case to the address that you provide); or (2) by posting to the Website; or (3) via the MedFlash Mobile Application. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. 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.

5. 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 or information 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.

6. 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 or through facebook accounts to use the Platform. Upon registering, you will select a password or automatically access to the Platform through Facebook or Google accounts. Your email address and the password and codes assigned to you are or the login information of your social networks accounts, 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 Adhara in writing by email ([email protected]) of any unauthorized use of your User Information or any other breach of security. Adhara 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.

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 Adhara.

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 Adhara require prior written authorisation by Adhara.

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 User.

8. Registration
To register, personal information from your social network (name, email address, birth date, gender and city) is collected, according to the registration. Otherwise you must provide your name, email address, birth date, gender, city and education institution 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 authorize Adhara, 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 Adhara has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Adhara has the right to suspend or terminate your User Account and refuse any and all current or future use of the Platform. You also authorize Adhara 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.

9. Privacy policy
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 information, 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.

10. Ownership and security of content
Any information that you provide will be secured with industry standard protocols and technology.

11. Subscription / usage fees
Adhara doesn’t currently charge fees for the use of the MedFlash mobile application, subscription modules. You acknowledge and agree that Adhara reserves the right, in its sole discretion, to or not to charge you for and collect fees from you for the use of the Platform and to send and receive communications. Adhara 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, Adhara reserves the right to immediately terminate your access to part or to all the Platform.


12. 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, Adhara or Adhara’s names, any Adhara trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Adhara’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) deep-link to any portion of the Platform for any purpose; (e) remove any watermarks, labels or other legal or proprietary notices included in the Platform; (f) 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; (g) 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; (h) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform; (i) 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) 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; (b) 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; (c) violate any applicable law or regulation, or any other rules of professional conduct.
Adhara will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Adhara may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that Adhara 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. Adhara reserves the right, at any time and without prior notice, to remove or disable access to any content that Adhara, at its sole discretion, considers to be in violation of these Terms of Use, the Privacy Policy, or otherwise harmful to the Platform.

13. MedFlash Content
Some of the data displayed in Medflash is provided by the third party indicated as the data source. Adhara 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.
Adhara 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 Adhara nor any of the data providers will be liable for any damages relating to your use of the data.

14. 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 Adhara 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.

15. Third Party Websites
MedFlash 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.

16. 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, 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.

17. 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.

18. 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.

19. Indemnification
You will defend, indemnify and hold harmless us and all of our officers, directors, affiliates, partners, employees, agents, successors and assigns (collectively, the “Adhara 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 Adhara Indemnitees by third parties relating to:
a) Your breach of any warranties, conditions, representations or obligations under these Terms of Use or any documents referenced herein.
b) Your violation of any applicable law (including privacy laws) or the rights of a third party (including, without limitation, privacy or intellectual property rights).

20. Limitation of Liability
a) Adhara shall not be held liable under any circumstances, except solely for the liability that results from legal stipulation that cannot be excluded.

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

c) In the widest sense possible according to the applicable law, Adhara 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, Adhara 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.

d) Adhara 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.

e) 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 Adhara liability regarding any failures and / or other circumstances that result from the operation of that type of services.

f) Adhara 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.

21. Proprietary rights’ notices
All trademarks, service marks, logos, trade names, and any other proprietary designations of Adhara used herein are trademarks or registered trademarks of Adhara. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

22. 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.

23. 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.

Not withstanding 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

24. General provisions
a) 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. b) 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.

c) 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.

d) It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English.

25. 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:
a) The parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Platform.
b) 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.

26. 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:

a) You acknowledge that Google is not responsible for providing support services for the Platform.

b) 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.

27. Assignment
You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Adhara’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. Adhara 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.

28. General
The failure of Adhara 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 Adhara. 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.

29. 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.

30. Contacting Adhara
Please contact Adhara at:
Address: Rua de Argoncilhe, n.º 362, 4504-074 Santa Maria da Feira, Aveiro, Portugal
Telephone Number: +351 91 191 90 23
Email Address: [email protected]
Website: www.adhara.online

31. Amendments
Adhara reserves the right to amend the Terms of Use without notice and with immediate effect.