Effective: 2018-09-17
Last modified: 2018-09-13

GENERAL TERMS AND CONDITIONS

Welcome to SCARLETRED Holding GmbH (hereinafter “SCARLETRED”, the “Company”, “we”, “us”, “our”). These Terms of Use, together with the Privacy Policy, and any other documents they expressly incorporate, set forth the terms and conditions upon which you or any users you authorize under your account may access and use the Products and Services offered or operated by SCARLETRED (“Products and Services”), including Products and Services provided by our third party vendors (“Terms of Use” or “Agreement”).

Please read the Terms of Use carefully before you start or authorize any users under your account to use our Products and Services. By registering for use of these Products and Services, you represent you are at least 18 years of age and agree to be bound by these Terms of Use on behalf of yourself and any authorized users. If you do not agree to these Terms of Use, you must not access, use or authorize use of the Products and Services.

Please check these Terms of Use periodically for changes as every term in this agreement is subject to amendment. We reserve the right to change these Terms of Use at any time; Provided however, you have the right to reject such amendment or cancel the contract without cost, penalty or cancellation indemnity by sending the company a notice to that effect no later than 30 days following such amendment. Your continued use of the Products and Services following this 30 day period means that you agree to such changes.

CONTENT

  1. I. GENERAL PROVISIONS
  2. Use of the Products and Services
  3. Registration.
  4. Term
  5. Termination
  6. Fees
  7. Intellectual Property
  8. Confidentiality
  9. Non-Confidential Information
  10. Content
  11. Trademarks
  12. Disclaimer and Limitation of Liability
  13. Indemnity
  14. Miscellaneous
  15. Language
  16. PRODUCT AND SERVICE SPECIFIC PROVISIONS
  17. Responsibility for health problems
  18. License Grant

III. PRIVACY POLICY

  1. Information we collect
  2. How We Use Your Information
  3. With Whom We Share Your Information
  4. How We Keep Your Information Secure
  5. Right to access and correct
  6. Update
  7. Other Important Notices
  8. Contact Information
  9. GENERAL PROVISIONS
  10. Use of the Products and Services

Scarletred®Vision is a certified skin imaging and analysis platform, which is developed and marketed by the Austrian Digital Health Company SCARLETRED in form of a class I medical device (the “Product”). The patented system is mobile, runs via mobile app on smartphones and connects to SCARLETRED’s secured online platform, integrating remote data monitoring, image-analysis and Software as a Service tools (the “SaaS” or in short “Service”) tools. The award-winning Product fulfills international industrial quality and regulatory standards according to ISO13485. The Company provides Product and SaaS tools under the terms and conditions set forth in this agreement.

  1. Registration

You are required to register for obtaining our Products and getting access to our Services. During registration you need to provide certain information about yourself. All information we collect about you in connection with the Products and Services, Email or other communication channels is subject to our Privacy Policy. By using the Products and Services (e.g. Scarletred®Vision), you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

You will receive a user account for your personal use that requires a username and password. You are responsible for all activities that occur under your user account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide; (ii) maintain the confidentiality of your password and user account information; (iii) use your best efforts to prevent unauthorized access to, or use of, the Products and Services, and notify us promptly of any such unauthorized use; and (iv) comply with all applicable local, state, and federal laws in using the Products and Services.

  1. Term

The term of this Agreement will begin upon your successful registration and the activation of the Products and Services by SCARLETRED and will continue until you cease using the Product or Service unless a term is otherwise set forth in the registration. For those Products or Services subject to a limited term, this Agreement will automatically renew for successive equivalent terms unless terminated by either party as permitted herein.

  1. Termination

(I) SCARLETRED reserves the right to refuse activation of a user for any reason and may suspend or terminate your access to the Products and Services if you (a) breach any term of this Agreement, or (b) engage in any conduct that We determine in its discretion may have an adverse effect on the Company or its reputation.

(II) You may terminate this Agreement for convenience upon written notice to SCARLETRED or its vendor or through the applicable cancellation process within 14 days after acceptance/activation of the contract.

(III) Upon termination, you will no longer have access to the Products and Services. In addition to termination, SCARLETRED reserves the right to pursue any and all remedies available to it.

  1. Software as a Service

Software as a Service (SaaS) is our software delivery model in which the software is licensed on a subscription basis and is centrally hosted by SCARLETRED as a vendor. The individual subscriber does not pay for obtaining our software Product components itself; instead it works like a rental agreement, where additional Services can be obtained over an information network. Therefore, a set of SaaS variants for either non-commercial (medical-, academic-, private research or other) or commercial (Biopharma/Cosmetics/Medical company, clinical research organization or other) use are offered and can be subscribed via the Scarletred online shop. Besides assuring full system compatibility and real time data availability, our SaaS model enables very easy up/down scaling of the software application, which significantly reduces time and cost for the subscriber. The use of any of our mobile app software Product components is free of cost and takes place via the Apple® App Store. The Apple® App Store’s General Conditions of Use, over which SCARLETRED has no influence, apply.

  1. Intellectual Property

SCARLETRED owns all international intellectual property rights on its Products and Services. Except for the limited use rights expressly granted to you under this Agreement, all title to and the rights in the Products and Services, including ownership rights to patents (registrations, renewals, and pending applications), copyrights, trademarks, trade secrets, SCARLETRED’s or third party hardware, other technology, any derivatives of and all goodwill associated with the foregoing is the exclusive property of SCARLETRED and/or the applicable third party. SCARLETRED is granted the right to make use of your provided user and imaging data in order to further develop the software Products and therewith-related Services in compliance with our Privacy Policy.

  1. Confidentiality

We will use and protect your personal information pursuant to the Privacy Policy given in section III (the “Privacy Policy”). You agree not to reveal or disclose any of SCARLETRED’s confidential information, which includes non-public information related to the Company software, documentation or information relating to pricing, discounts, this Agreement, errors in the Software and other competitive or proprietary data (i.e., business, technical or financial information) or information a reasonable person would conclude is confidential, without SCARLETRED’s written agreement.

  1. Non-Confidential Information

Subject to any applicable terms and conditions set forth in our Privacy Policy, any other communication or material that you send to us through the Products and Services, Email, phone calls or other communication channel, such as any questions, comments, suggestions or the like, is and will be deemed to be non-confidential and we will have no obligation of any kind with respect to such information. We will be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products.

  1. Content

The information presented on or through the Products and Services is solely for informational and educational purposes. We make reasonable efforts to maintain current information but we cannot guarantee that the content is complete or up-to-date.

We may provide access to third party content, technology or services (“Third Party Content”) as a convenience to you. Third Part Content is explicitly identified. SCARLETRED does not endorse, recommend, or otherwise make any representations, warranties or conditions with respect to such Third Party Content. SCARLETRED does not have any control or responsibility for such Third Party Content and we encourage you to review the applicable third party’s Terms of Use and Privacy Policies.

  1. Trademarks

Trademarks, Products and Services marks, graphics and logos used in connection with the Products and Services are the trademarks of their respective owners. You are granted no right or license with respect to any of the trademarks mentioned above and any use of such trademarks. You acknowledge and agree that all text, graphics, photographs, trademarks, logos, visual interfaces, artwork, computer code and all other related content contained on the Products and Services are owned by SCARLETRED, its service providers or other third parties and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Any reproduction, publication, further distribution or public exhibition of materials provided through the Products and Services, in whole or in part, is strictly prohibited. Except as expressly provided in this Agreement, no part of the Products and Services and no content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, distributed or transmitted in any way (including “mirroring”) to any other computer, server, service or other medium for publication or distribution or for any commercial enterprise, without the express prior written consent of SCARLETRED or the applicable owner.

  1. Disclaimer and Limitation of Liability

The Products and Services are provided on an “as is” basis and use of the Products and Services is at your sole risk. SCARLETRED, its officers, directors, employees, agents, contractors, or third-party service providers specifically disclaim all warranties and conditions, whether expressed or implied, including but not limited to warranties of title, merchantability, fitness for a particular purpose, accuracy, integrity or completeness of the content, third party content or that the Products or Services will be error-free or uninterrupted. No oral advice or written information given by SCARLETRED, its officers, directors, employees, agents, contractors, or third-party service providers will create a warranty.

Except where prohibited by law or public policy, in no event will SCARLETRED, its officers, directors, employees, agents, contractors, or third-party service providers be liable for any (1) amounts in excess of fees paid during the applicable term or (2) indirect, incidental, special or consequential damages that result from your use of or inability to use the Products and Services, including but not limited to reliance by you on any information obtained from the Products and Services, regardless of the form of action.

  1. Indemnity

You agree to defend, indemnify, and hold SCARLETRED, its officers, directors, partners, employees, contractors, agents, licensors, suppliers and third party service vendors, harmless from and against any claims, actions or demands, liabilities including without limitation, reasonable legal fees, alleged to result from your use of the Products and Services and third party medical devices.

  1. Miscellaneous

The user agrees (1) that all matters relating to access to or use of the Products and Services, including all disputes, will be governed by the laws of Vienna, Austria without regard to its conflicts of laws provisions (2) to the personal jurisdiction by and venue in Vienna, Austria, and (3) waive any objection to such jurisdiction or venue and the right to trial by jury in any judicial proceeding involving any dispute, controversy, or claim arising out of or relating to these terms and conditions or the Products and Services. The failure of SCARLETRED to insist on or enforce strict performance of these Terms of Use will not be construed as a waiver by SCARLETRED of any provision or any right it has to enforce these Terms of Use, nor will any course of conduct between SCARLETRED and you or any other party be deemed to modify any provision of these Terms of Use. The provisions of these Terms of Use are severable. The invalidity, in whole or in part, of any provision of these Terms of Use will not affect the validity or enforceability of any other of its provisions. If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions will be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use will remain in full force and effect. The Products and Services are not available to all persons or in all geographic locations. Any offer for any Product or Service is void where prohibited.

  1. Language

The parties acknowledge that they have agreed that this agreement and all related documents be drawn up in the English language.

  1. PRODUCT AND SERVICE SPECIFIC PROVISIONS
  2. Responsibility

SCARLETRED does NOT provide diagnostic Products or Services nor does the company provide treatment recommendations to you or any other users. The company and its third party service vendors are NOT responsible for any health problems that may arise in connection with its services.

  1. Subscription

During the term of this Agreement, SCARLETRED grants you a non-exclusive, non-transferable, non-sublicensable, revocable and limited right to access and use the Products and Services and any documentation made available to you by SCARLETRED solely for purposes of your personal use of the Products and Services in accordance with the terms of this Agreement. The Products and Services are enabled by technology, software and certain content delivered electronically. You agree that you will not reverse-engineer, decompile, disassemble, translate, or otherwise attempt to obtain access to the source code of any aspect of the Products and Services. You will not copy, reproduce, alter, create derivative works from, or otherwise modify the Products and Services. You will not lease, loan, sublicense, distribute, or otherwise provide others access to or with any aspect of the Products and Services. Other than as expressly set forth in this Agreement, no license or other rights in or to the Products and Services are granted to you, and all such licenses and rights are hereby expressly reserved.

III. PRIVACY POLICY

We value your privacy and is committed to protecting your Personal Information. We understand it is important to you and we want you to know how we collect, use, share, and protect your information. This Privacy Policy tells you what information we collect from visitors of websites owned and users of mobile applications and services owned and controlled by SCARLETRED, how we use that information, how we may share that information, how we protect your information, and your choices regarding your Personal Information.

It is important that you read this Privacy Policy carefully to understand our policies and practices regarding your information and how we will treat and safeguard your information. This Privacy Policy applies to our Products and Services. This Privacy Policy does not extend to websites operated by third parties or other offline sources. SCARLETRED is therefore not liable for their privacy policies, procedures and practices.

This Privacy Policy may be updated at any time. When the Privacy Policy is changed, modified, and/or amended, the revised Privacy Policy will be posted on our app and the effective date will be noted. You accept any such modifications to this Privacy Policy by continued use of our app after such modifications are made; provided however, you have the right to refuse and reject such amendment for 30 days after its effectuation and terminate the agreement. By accessing or using our Product and Services you agree to this Privacy Policy. If you do not agree with the terms of this privacy, please do not use our Product or other Services.

  1. Information We Collect

We collect two categories of information from users: (1) Personal Information and (2) General Information.

“Personal Information” is information through which you can be personally identified. Personal Information that we collect may include your full name, e-mail address, age, phone number, organization, profession, gender and any other information or data that you provide when using our software Products or Services. We collect Personal Information you voluntarily provide to us, including through registrations, order information, applications, surveys or other inquiries. We do not collect information that would identify you unless you choose to provide it to us. You can choose not to provide us with certain information, but please be aware that may impact the Services provided to you.

“General Information” is information we obtain automatically from your connection, interaction with our software Products and Services and the use of Cookies and other technologies. General information does not identify you personally. General information we collect when you use our App may include but is not limited to the domain and host from which you access the Internet, the Internet protocol address of the computer or smartphone you are using (“IP Address”), the browser software you are using, the operating system you are using, the date and time that you access our App, the specific pages or features you use, and the number of visits you make to our App.

  1. How We Use Your Information

We may use your Personal Information to provide Products and Services to you, including the App, respond to your inquiries, provide information on Products and Services or have a representative contact you regarding our Products or Services. Unless you have otherwise opted out of receiving email communication from us, you agree by using the App or Services, to allow us to use your email for customer communication and provision of Services consistent with this Privacy Policy, when the law permits us to do so.

We may also use your Personal Information to update you on special offers related to our Products or Services, and to improve our Products and Services. Similarly, we may use your Personal Information to provide product announcements, information regarding health topics, or to deliver other information we believe you may consider informative or useful. Furthermore, we may also use your Personal Information in any other way that we may describe to you when you provide the information to us or to which you consent. We may occasionally contact you to gather customer service information to help us determine how we can improve our services and products to better meet your needs. Because we provide Products and Services for the coordination or management to health, wellness and related clinical research services, we collect the sort of personal and medical information needed in order to further develop and provide our Products and Services. In such context we may also de-identify and/or aggregate data about our users of the App for various business, scientific or research purposes including Product, Service or program development and improvement.

We may combine or cross-reference your Personal Information with other information we acquire about you directly or through third party sources, (e.g. Apple, Google) to help customize the information, Products or Services we provide to you. By accepting this Privacy Policy, you allow us to combine and cross-reference your information.

Only those employees who need access to your Personal Information to fulfil their employment duties will have access to it.

We may use tools to collect information about use of this App, including but not limited to, Google Analytics or other similar services. Such tools collect information regarding how users use the App, what information they view when they do so, and what other sites and/or apps they used prior to coming to this App. We use the information we get from such tools only to improve our Products and Services, tailor content, deliver a better experience and manage our advertising. Google’s use of information it acquires about you or your use of SCARLETRED is governed by Google Analytics Terms of Use and the Google Privacy Policy.

We may also collect, aggregate and maintain anonymous information about the visitors to our App and share such aggregate information with advertisers, business partners, sponsors and other third parties.

With respect to the collection and use of General Information, you have the ability to disable or manage the use of cookies on your computer using controls in your browser. However, you are not able to opt out of the uses of General Information otherwise collected as set forth in this policy. Please note that certain features may not be available when cookies are disabled. Please see the Third Party Websites and Ad Services section below to learn more about opting out of certain advertisement services.

  1. With Whom We Share Your Information

Except as set forth in this Privacy Policy or as specifically agreed to by you, we will not sell or rent your Personal Information to third parties or disclose any Personal Information we gather from you on through our App to third parties.

In the event of a change of ownership, sale, merger, liquidation, reorganization or acquisition of SCARLETRED, in whole or in part, your information may be transferred as part of the transaction, including during the due diligence process, as long as, the party acquiring such information agrees to be bound by the terms of this Privacy Policy.

We may also release your Personal Information to third parties as required by law, when we believe disclosure is necessary to comply with a legal or regulatory requirement, judicial proceeding, court order or legal process served on us, to protect the safety, rights or property of patients, customers, the public or SCARLETRED or defend SCARLETRED and its officers, directors, employees, attorneys, agents, contractors and partners, in connection with any legal action, claim, or dispute.

  1. How We Keep Your Information Secure

Your Personal Information is stored on servers hosted within the European Union according to The General Data Protection Regulation (GDPR) (EU) 2016/679 which entered into force in the EU on 25 May 2018. We may add additional server locations in other regions by  applying world leading EU data protection standards.

We seek to safeguard the security of your Personal Information and have implemented reasonable security measures consistent with applicable laws, safe harbors, and accepted practices in the healthcare industry to protect the confidentiality of your Personal Information. We have put in place a variety of information security measures to protect your Personal Information, including encryption technology, to protect your Personal Information during data transport and at rest. We limit the access to your Personal Information to employees who needs it for the execution of their duties. Despite our efforts, however, we cannot guarantee the absolute security of your Personal Information, nor can we guarantee that information that you provide will not be intercepted while being transmitted to us over the Internet. There is always some risk that an unauthorized third party may find a way around our security systems or that transmissions of your Personal Information over the Internet will be intercepted. Therefore, we urge you to also take every precaution to protect your Personal Information when you are on the Internet or using the App. Hence never share your user name or password and always log out of the App when you are finished using the service. We will store and maintain your information in accordance with this Privacy Policy and as required to provide you Services through the App and as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

  1. Right to Access and Correct

On written request and subject to proof of identity, you may consult the Personal Information that we have collected, and ask that any necessary corrections be made, where applicable, as authorized or required by law. However, to make sure that the Personal Information we maintain about you is accurate and up to date, please inform us immediately of any change in your Personal Information with the information at the bottom of this Privacy Policy.

  1. Changes

Our Privacy Policy may change from time to time to reflect changes made to our practices. We therefore invite you to use our App from time to time to stay informed of the latest developments. The date of the last update is the one that appears at the top of this Privacy Policy.

  1. Other Important Notices

We remove your identity from your Personal Information (contact, health and/or financial) and may work with it as anonymous (“de-identified”) information. De-identified individual information is information about a user presented in a form where information about one anonymous user would be indistinguishable from information relating to other anonymous users. De-identified individual information is not in a form that allows anyone studying the information to personally identify any user.

E-Mail communications: Do not send e-mail communications containing personal health information to us. We cannot secure any Personal Information sent by e-mail because such information can be accessed also by other internet users. If you send us a question by e-mail, our use and disclosure of that information will be limited to the minimum necessary to respond to your question.

Third Party Websites and Ad Services: Please be aware that our App may have links to third-party websites that may collect Personal Information about you. When you click on one of these third-party links, you are entering another website. We encourage you to read the privacy policies of all such websites since their privacy policies may be materially different than our Privacy Policy.

Aggregate information is information that describes the habits, usage patterns and/or demographics of users as a group but does not reveal the identity of particular users. Your anonymous data is combined with the anonymous data of other users and becomes statistics. We may use aggregate information to understand the needs of our user community and determine what kinds of programs and services we can offer to you. Aggregate information may be also provided or sold to third parties. Absolutely no personal identifying information is included in the aggregate reports; each individual remains anonymous.

Locator information is your name, e-mail address, physical address, and/or other data that enables someone to personally identify you. We may use locator information as is necessary to enforce any of the terms of this Privacy Policy.

Law Enforcement and Protection of Users and the Site: To the extent permitted by law, we may disclose Personal Information to governmental authorities or third parties pursuant to a legal request, subpoena or other legal process. We may also use or disclose your Personal Information as permitted by law to apply or enforce this Privacy Policy, or protect our rights, interest, or property as well as those of our affiliates, customers, or App users. Following such disclosure to any third party, your Personal Information may be accessible by others to the extent permitted or required by applicable law.

  1. Contact Information

Please send any comment, question or complaint regarding our Privacy Policy or any request to access or correct your Personal Information by mail or email using the following contact information. You may also send written requests to rescind your consent to our use of your information to the below contact information:

SCARLETRED Holding GmbH
Media Quarter Marx 3.4
Maria Jacobi Gasse 1, 8th floor
1030 Vienna, Austria
office@scarletred.com
Commercial registration number: FN 420719 f
Court of jurisdiction: Vienna (Austria)
VAT: ATU68970624