01 - B - General Terms and Conditions

General Terms and Conditions

Updated version as of 28/04/2022

General provisions.

The following provisions, hereinafter referred to as the “General Terms and Conditions,” bind the company VITA MIA S.r.l., hereinafter referred to as “MSD,” with its registered office in Fano (PU), Via Roma 125/F, [email protected], VAT number 02771710411, represented by its Legal Representative pro tempore, hereinafter “MSD,” and the client, identified with the data provided by filling in the appropriate registration form, in person or by their legal representative pro tempore or otherwise by an authorized attorney to enter into this contract in the name and on behalf of the person they represent, hereinafter the “Professional,” who purchases the services listed in Article 5 of these General Terms and Conditions, hereinafter “Services.”

Premises.

MSD is a company operating in the digital communication and telemedicine sector;
MSD has developed and designed digital tools accessible via the Internet or through a mobile application, hereinafter referred to as the “Platforms,” that allow the Client to connect with other users of the Platforms and access various digital services;
The Client declares to be aware of and have carefully checked the functionalities of the Platforms and considers them suitable for their needs.

MSD and the Client, collectively referred to as the “Parties” and individually as the “Party,” agree as follows.

ARTICLE 1. Definitions.

The General Terms and Conditions govern the relationship between MSD and the Client who purchases the Services.

“Professional” or “Client” refers to the individual or legal entity that, through an authorized and legally appointed person, interacts with the Platforms and uses the Services in the course of their business, commercial, or professional activity.

“Patient” refers to the individual who interacts with the Platforms for personal, non-professional purposes and in any case unrelated to any business, commercial, artisanal, or professional activity they may perform.

The provision of Services is exclusively reserved for Professionals.

MSD represents that the Professional is not necessarily required to purchase services for a fee on the Platforms.

ARTICLE 2. Intellectual Property.

The URL “myspecialdoctor.it” is a registered domain and is owned by VITA MIA S.r.l., hereinafter referred to as “MSD,” with its registered office in Fano (PU), Via Roma 125/F, [email protected], VAT number 02771710411.

“My Special Doctor” is a trademark solely owned by MSD.

The content of the Platforms is protected by copyright. All rights related to the content and materials placed on the Platforms, such as, but not limited to, texts, graphics, images, logos, reproduction of trademarks and/or logos, videos, and music, are protected by copyright in accordance with applicable laws.

The content of the pages on the Platforms may not be copied, reproduced, transferred, stored, distributed, modified, or used for any other purpose without the prior written consent of MSD.

Direct quotations and references to the content of the Platforms are allowed, including through sharing posts and images uploaded to the social profiles of the Professionals, provided they are always accompanied by the citation of the name “My Special Doctor” as the owner of the material on the Platforms, as well as the source including the address “myspecialdoctor.it.”

No clause of these General Terms and Conditions should be interpreted as granting a license for the intellectual property rights mentioned above.

The Professional has a right to use the intellectual property governed herein within the limits of the functions and digital scope provided by the Platforms, but never outside of them, on a non-exclusive, non-transferable basis, and only for the duration of the registration to the Platforms.

ARTICLE 3. Object.

MSD agrees to provide the Professional, who accepts, with a limited, non-exclusive period of the Services provided by the Platforms, as analytically described in Article 5 of the General Terms and Conditions.

In the provision of Services, MSD may rely on third parties.

The Professional is aware and expressly accepts that the Services are a tool reserved for Professionals, with the consequence that the Contract is not subject to the regulations of consumer contracts.

When using the Platforms, the Professional agrees to comply with the General Terms and Conditions and with any prescriptions resulting from laws, regulations, authorities’ provisions, or codes of self-discipline in force in the countries where the Professional carries out their professional activity.

Due to the nature and functioning of the Platforms, the Parties acknowledge that, as per and within the limits of these General Terms and Conditions, it is the Professional’s responsibility to directly and independently manage the IT tools provided by MSD, under their own and exclusive responsibility. The processing of personal data of Patients related to the use of the Platforms must, in any case, be carried out in compliance with applicable regulations, with the Professional assuming the role of Data Controller for the data provided privately by the Patients.

ARTICLE 4. Conclusion of the contract and archiving.

Following the acceptance of the General Terms and Conditions by the Professional, MSD reserves the right to perform the necessary checks. Therefore, the Contract is considered concluded only with the sending by MSD of a confirmation email to the email address provided by the Professional. The email contains the Professional’s data and a link to print and archive a copy of the Contract.

The Professional agrees to verify the correctness of the data contained in the email mentioned above and to promptly communicate to MSD any corrections to be made.

MSD informs the Professional that every Contract is stored in digital/paper form at MSD’s headquarters or on the information system/computing tools of third-party service providers.

ARTICLE 5. List of Services and contractual profiles.

The services provided by MSD through the Platforms differ based on the profile chosen by the Professional during registration, acceptance of the General Terms and Conditions, or renewal.

Below is the list of services associated with the “Smart” profile:

no fake or manipulated patient reviews;
no new management software and no issues with the agenda used by the Professional;
access to the forum where Professionals interact with patients;
direct messaging with patients for bookings;
greater visibility on Google.

Below is the list of services associated with the “Plus” profile:

no fake or manipulated patient reviews;
no new management software and no issues with the agenda used by the Professional;
access to the forum where Professionals interact with patients;
direct messaging with patients for bookings;
greater visibility on Google;
Professional profile with more information than the “Smart” profile, CV accessible only to other Professionals, 6 photos, and 1 promotional video;
phone number on the profile with direct link for bookings;
private chat within the Platforms for Professionals only;
greater visibility of services compared to the “Smart” profile;
ability to advertise home visits;
ability to provide paid video consultations throughout Italy for their patients;

Below is the list of services associated with the “Performance” profile:

no fake or manipulated patient reviews;
no new management software and no issues with the agenda used by the client;
access to the forum where Professionals interact with patients;
direct messaging with patients for bookings;
greater visibility on Google;
Professional profile with more information than the “Smart” profile, CV accessible only to other Professionals, 6 photos, and 1 promotional video;
phone number on the profile with direct link for bookings;
private chat within the Platforms for Professionals only;
greater visibility of services compared to the “Smart” profile;
ability to advertise home visits;
ability to provide paid video consultations throughout Italy for their patients;
button on the profile: “Spread the word, recommend your special doctor to a friend”;
rotating advertising banner on the home page of the Platforms;

ARTICLE 6. Contract duration.

The Contract is for a fixed term based on a minimum duration of twelve months, unless the Parties agree in writing to a shorter or longer duration, also in relation to any promotions. The duration starts from the activation or renewal date.

On the expiration date, the Contract will automatically renew for another twelve months unless terminated, which the Parties can exercise up to ninety days before the expiration date of the Contract via Registered Letter A.R. or Certified Electronic Mail. If termination is given after the above-mentioned deadline, it will not be effective, and the Professional must pay in full for the following period, even if not used, due to the availability of the Platforms. It is understood that if the Professional wishes to send termination before the aforementioned essential deadline, they will still be required to pay the full fee for the entire current period.

MSD reserves the right not to provide the scheduled services if the provision of paid services, although starting during the contract validity period, extends beyond its expiration.

The cancellation of fees for additional options must be exercised according to the same methods mentioned above and always within the expiration of the options.

The automatic extension period may vary depending on the Professional’s use of promotions applicable at the time of the Contract subscription or renewal.

ARTICLE 7. Fee for the use of services and promotions.

For the provision of services, with the sole exception of the “Start” profile, the Professional agrees to pay a periodic fee, hereinafter referred to as the “Fee,” in the times and manners provided by these General Terms and Conditions. MSD will issue and send the appropriate fiscal documentation to the Client.

All fees are expressed in Euro, even if the Professional resides abroad. Only payments in Euro are allowed. The foreign Professional assumes all risks related to currency exchange.

In order to protect the Professional from fraudulent practices, orders are subject to regular checks. As part of this process, MSD may suspend the completion of the Contract and contact the Professional for necessary documentation to finalize it.

The information obtained in this way may be subject to automated data processing, with the purpose of defining the security level of transactions and counteracting fraud related to credit cards. These justifications may be requested by email, mail, or phone. Failure to transmit them may result in the cancellation of the order.

The Professional undertakes to pay the applicable VAT at the time of payment. If the applicable VAT changes, such changes will be reflected in the fee and will be applied to the Professional in subsequent payments.

Any other tax burden, even in the case of a cross-border transaction, will be borne by the Professional.

The fee due will be the one indicated in these General Terms and Conditions at the time of signing or renewing the Contract.

Advertising space services will not be provided until the total amount due has been paid.

Payment can be made monthly via PayPal or credit card, subject to successful transaction, with advance direct debit starting from the day of signing the Contract.

If the Professional does not make the payment within the deadlines, MSD may, at its sole discretion and at any time, suspend or disable the Services with prior notification to the Professional, without prejudice to MSD’s right to receive the full fee for the entire duration of the Contract. In the case of arrears by the Professional, MSD will also be entitled to compensation for damages and reimbursement of the costs and other charges incurred in recovering the unpaid sums.

No fee is required for the “Start” plan.

The monthly fee for the “Plus” plan is Euro 48.00 (forty-eight//00), excluding VAT and other charges.

The monthly fee for the “Plus” plan is Euro 75.00 (seventy-five//00), excluding VAT and other charges.

MSD reserves the right to modify the fees charged to third parties at any time.

MSD reserves the right to apply economic and contractual conditions that differ from those provided in these General Terms and Conditions. Specifically, MSD reserves the right to offer discounts on the monthly Fee differentiated based on the professional status of the client and/or periodically and/or personally in favor of individual Professionals, also through the use of promotional codes. These economic and contractual conditions are an integral part of the Contract and prevail over the General Terms and Conditions.

The fee for the temporary transfer of advertising spaces will be agreed upon by the Parties in writing. This agreement is an integral part of the Contract and will regulate the contractual terms and economic conditions limited to the Advertising Service.

ARTICLE 8. Limitation of Liability and Relationships with Third Parties.

The information contained in the Platforms may contain technical inaccuracies or typographical errors. MSD does not guarantee the accuracy, reliability, completeness, or timeliness of the material on the Platforms, nor the results that could be obtained using the Platforms. The use of the Platforms, contents, and materials placed therein is at the risk and peril of those who access it. MSD reserves the right to modify the pages and functions of the Platforms, in whole or in part, at any time.

MSD also does not provide any guarantees in the case of access by authorized third parties who upload files and/or images or disseminate personal information.

Under no circumstances will MSD be liable for any direct or indirect damages, consequential or incidental damages, or loss of profits or opportunities resulting from the use of the Platforms. In no event will MSD be responsible for the transmission of viruses that could damage computer systems during access to the Platforms, nor for the temporary or permanent unavailability of services.

The Professional is also responsible for managing their password and personal data, and for keeping their credentials secure and confidential. The Professional is responsible for any third-party usage of the account and will indemnify MSD from any legal consequences.

The Professional agrees to indemnify and hold MSD harmless from any legal action and/or claims and/or objections that any third party to this Contract, including Patients, may raise for any act and/or fact, whether intentional or negligent, committed by the Professional, arising from and/or related to the Services provided by MSD.

The Professional is solely responsible for the treatments, healthcare services, and professional services arising from and/or related to the Services provided by MSD. The Professional agrees to indemnify and hold MSD harmless from any legal action and/or claims and/or objections raised by Patients for any act and/or fact, whether intentional or negligent, committed by third parties operating on behalf of the Professional, including the Professional’s employees or other individuals working within the Professional’s facility.

The Professional, as a purchaser of advertising spaces, agrees to indemnify MSD from any compensation claims, regardless of their source, arising from a violation of Article 9 of the General Terms and Conditions. In particular, the Professional, as an advertiser, agrees to hold MSD harmless from legal and extrajudicial actions and claims brought against MSD following the publication of information, text, and images contained in banners and advertisements posted.

The Platforms may include links to other websites owned, managed, or published by third parties. The use of such links and subsequent access to linked sites is entirely at the Patient’s own risk. MSD has no control over the content of these sites and cannot assume any responsibility for the material created or published therein. Furthermore, linking to a site other than “myspecialdoctor.it” does not imply MSD’s approval of that site or of the products or services contained therein. MSD also makes no guarantees about the security of the systems that access third-party sites through links present on the Platforms. MSD cannot be held liable for any virus transmission to the Patient’s computer equipment when accessing external sites via links on the Platforms.

MSD uses the Platforms to collect information that may identify the Professional if such information is submitted via the “contact” link and the “registration” section, subject to authorization in accordance with data privacy laws. MSD may also automatically collect certain non-identifiable information about the Professional. Visiting the Platforms may automatically result in MSD’s information systems storing certain information about the Professional’s device. In such cases, MSD will use this information to update the Platforms based on the Professional’s interests and preferences. If the Professional decides not to accept cookies or wants to be notified of their transmission, they can configure their browser to delete or block cookies if allowed by the browser. Professionals are encouraged to read the Privacy Policy and Cookies Policy at the bottom of the Platforms.

It is possible that, through the Platforms, MSD may receive opinions and/or suggestions from Professionals. In any case, unless otherwise expressly indicated by the Professional, all suggestions, ideas, designs, inventions, or other information sent to MSD through the Platforms will remain the property of MSD, meaning that no information will be subject to any obligation by MSD to pay fees, indemnities, royalties, or compensation of any kind or nature.

MSD will be authorized to make free, unrestricted use of such information indefinitely and will not be liable in any way for having received the information or for its subsequent use or disclosure.

It is also understood that the Professional is responsible for their communications. MSD therefore invites Professionals not to send the following:

material covered by copyright, patents, or intellectual property rights, unless the Professional is the rightful owner or holds a license;
material revealing trade secrets or know-how, unless the Professional is the rightful owner or holds a license;
material that violates third-party privacy rights;
material that is defamatory, intimidating, embarrassing, or offensive to others;
advertisements or spam mail.

ARTICLE 9. Advertising Policies.

The regulations in this article, hereinafter referred to as “Advertising Policies,” provide guidelines on the types of permitted advertising content. When Professionals place an order, each ad is reviewed according to these policies.

Before being published on the Platforms, ads are reviewed to ensure they comply with MSD’s Advertising Policies. MSD will review the images, text, targeting, and placement of the ad, as well as the contents of the landing page to which the ad links. If the content of the landing page is not fully functional, does not correspond to the product or service promoted in the ad, or does not fully comply with these Advertising Policies, the ad may be removed, with MSD providing notification accordingly.

Ads must not represent, facilitate, or promote illegal products, services, or activities.

Ads targeting minors must not promote inappropriate, illegal, or unsafe products, services, or content, or exploit, confuse, or exert unnecessary pressure on them.

Ads must not discriminate or encourage discrimination based on personal characteristics such as race, ethnicity, color, nationality, religion, age, gender, sexual orientation, gender identity, marital status, disability, medical conditions, or genetic diseases.

Ads must not promote the sale or use of tobacco products and related accessories.

Ads must not promote the sale or use of supplements with questionable safety, as determined by MSD at its sole discretion.

Ads implying or suggesting the possibility of meeting, contacting, or viewing content created by others must not be sexually explicit or intended to commodify the person featured in the ad.

Ads must not include content that violates third-party rights, including copyright, trademarks, privacy, publicity rights, or other personal or intellectual property rights.

Ads must not feature shocking, sensational, or excessively violent content.

Ads cannot contain content that exploits controversial social or political issues for commercial purposes. Products and services requiring specific authorization from public entities cannot be advertised by unauthorized parties.

Ads must not redirect users to non-functional landing pages. This includes landing page content that prevents users from exiting the page. Ads must not promote products or services designed to encourage or facilitate fraudulent or deceptive practices. Ads must not contain images that show nonexistent features, such as play buttons, notifications, or boxes, or contain ad functions that do not work, such as multiple-choice options within the ad creative.

Ads must not contain misleading, false, or deceptive statements about the effectiveness or characteristics of a product or service, or claims that create unrealistic expectations for users, such as misleading health, employment, or weight loss claims.

Ads must not link to external landing pages that provide an unexpected or annoying experience, including misleading ad placements, such as sensational headlines or prompts encouraging users to engage inauthentically with the ad.

Ads must not contain spyware, malware, or other software capable of creating an unexpected or disappointing user experience, including links to sites containing such products.

Ads containing false, misleading, or deceptive information, as well as ads with elements that arouse user curiosity solely to direct them to a page filled with multiple advertisements, are prohibited.

Advertisements must not contain audio or flash animations that play automatically without user interaction or expand within the Platforms after someone clicks on the ad.

Advertisements must not promote products, services, schemes, or offers using deceptive or misleading practices, including those aimed at extracting money or personal information through fraud. Ads should not employ tactics to bypass our ad review process or other control systems, including techniques that attempt to mask the content or landing page of the ad. Ads cannot promote the sale of human or animal body parts or fluids. Professionals are not permitted to post ads on social issues, elections, or politics. Video ads and similar should avoid excessively disruptive tactics, such as flashing screens.

Targeting options must not be used to discriminate, harass, provoke, or denigrate people or to carry out aggressive advertising practices. The use of custom audiences for ad targeting must comply with applicable terms when the audience is created.

All components of the advertisements, including text, images, or other media content, must be relevant and suitable to the product or service offered and the audience viewing the ad. Ads must clearly represent the business, product, service, or brand being advertised. The products and services promoted in the ad text must match those promoted on the landing page, and the destination site must not contain links to prohibited products or services. Excessive text in ad images may result in reduced coverage or ad rejection. Ads must not request account numbers, loyalty card numbers, phone account numbers, or cable service accounts.

Ads must not request information related to criminal records or arrests.

Ads must not request financial information, including bank account numbers, routing codes, credit or debit card numbers, credit ratings, income, net worth, or personal debts.

Ads must not request official identifying information, such as a tax code, passport number, or driver’s license number.

ARTICLE 10. Access and registration on the Platforms.

By using the Platforms, the Professional can present their services and transparently indicate their fees, allowing Patients to make an informed choice. They can also interact online with Patients and other Professionals through the Platforms.

Upon registration, the Professional confirms that they have read, understood, and accepted the Platform terms of use, as indicated in these General Contract Conditions, sent via confirmation email, and has also reviewed the information contained in the Privacy Policy, accessible through the Platforms, confirming that they are legally bound by it.

MSD reserves the right to limit registration to the Platforms, in accordance with applicable Law or these Terms of Use.

The Professional who completes registration on the Platforms is responsible for their account, including the data and content published, and all activities performed; they are also required to promptly notify MSD of any credential theft or unauthorized access.

MSD is not responsible for publications that do not comply with the Law.

The Professional proceeding with registration is responsible for the information provided. MSD reserves the right to verify the Professional’s declarations and to delete the account in case of false or misleading statements. MSD, in particular, reserves the right to request updates to the Professional’s profile and to not activate, suspend, or delete profiles deemed unsatisfactory. Furthermore, MSD reserves the right to request further verification of the Professional qualifications declared by the Professional. The Professional acknowledges that their Profile is intended for online publication, meaning all information entered will be freely accessible online, authorizing MSD to publish it.

Additionally, a Professional may not register if they:

have been convicted, even non-definitively, for sexual violence;
were previously disabled for violating General Conditions;
are unauthorized by Law.

Where health services can only be provided upon registration in professional associations or orders as required by Law, registration on the Platforms as a Professional is allowed only for healthcare professionals authorized to practice.

During the registration process, the Professional is asked to enter a password. Maintaining the confidentiality of the password and account is the sole and exclusive responsibility of the Professional, who will therefore be solely responsible for any activity conducted using their password or account. It is not permitted to use another Professional’s password or account. MSD will not be liable for any losses or damages resulting from the Professional’s failure to comply with these obligations.

ARTICLE 11. Additional obligations of the Professional.

The Professional is required to:

use their real-life name;
create only one account;
not share their password or grant third parties access to their account without MSD’s written authorization.

The Professional must not upload viruses or harmful code or perform any actions that may disable, overload, or hinder the correct functioning or appearance of the Platforms

The Professional may not access or collect data from the Platforms using automated means without MSD’s prior written authorization or attempt to access data that the User is not permitted to access.

The Professional agrees to provide all necessary data for the provision of Services. They also agree to keep their profile up to date to provide Patients with clear and accurate information about their professional activity.

The Professional declares and guarantees that they possess the necessary authorizations, permits, licenses, concessions, approvals, and all other requirements to perform their professional activity, as required by current regulations, including the ethical standards imposed by their professional association.

The Professional declares and guarantees that they can maintain all the aforementioned authorizations for the entire duration of the contractual relationship with MSD governed herein.

MSD disclaims any responsibility regarding the Professional’s declarations concerning the aforementioned authorizations. The Professional is solely responsible for the declarations governed by this article and undertakes to indemnify or otherwise hold MSD harmless from any legal action and/or claims and/or objections that any third party to this Contract, including Patients, may raise following the discovery of the falsity of said declarations.

The Professional agrees to treat the personal data provided by Patients, also obtained through the Platforms, in a private manner and in compliance with current regulations. Regarding the processing of such data, the only Data Controller is the Professional contacted by the Patient.

In case of violation of these rules of conduct, MSD may remove and block content that violates these provisions and delete the Professional‘s account, even automatically.

ARTICLE 12. Authorizations granted by the Professional.

The Professional, at the time of registration, grants the following authorizations to allow MSD to provide its services:

Ads must not contain audio or flash animations that automatically play without user interaction or expand within the Platforms after someone clicks on the ad.

Ads must not promote products, services, schemes, or offers using misleading or deceptive practices, including those aimed at stealing money or personal information through fraud. Ads must not use tactics intended to bypass our ad review processes or other monitoring systems, including techniques that attempt to mask ad content or landing pages. Ads may not promote the sale of human or animal body parts or fluids. Professionals are not allowed to publish ads on social issues, elections, or politics. Video ads and similar formats must not employ excessively disruptive tactics, such as flashing screens.

Targeting options must not be used to discriminate, harass, provoke, or disparage individuals or perpetuate aggressive advertising practices. The use of custom audiences for ad targeting assumes compliance with applicable conditions when creating the audience.

All ad components, including text, images, or other multimedia content, must be relevant and appropriate to the product or service being offered and to the audience viewing the ad. Ads must clearly represent the company, product, service, or brand being advertised. Products and services promoted in the ad text must match those promoted on the landing page, which must not contain links to prohibited products or services. Excessive text in ad images may result in reduced reach or ad disapproval. Ads may not request account numbers, loyalty card numbers, phone account numbers, or cable service account numbers.

Ads may not request information about criminal records or arrests.

Ads may not request financial information, including bank account numbers, routing numbers, credit or debit card numbers, credit scores, income, net worth, or debt of an individual.

Ads may not request official identification data, such as social security numbers, passport numbers, or driver’s license numbers.

ARTICLE 10. Access and Registration on the Platforms.

By using the Platforms, the Professional can present their services and transparently indicate their rates, allowing Patients to make an informed and conscious choice. The Professional may also interact online with Patients and other Professionals via the Platforms.

Upon registration, the Professional confirms having read, understood, and accepted the terms of use of the Platforms, as outlined in these General Contract Conditions, sent through a confirmation email, and acknowledges having reviewed the Privacy Policy available on the Platforms, and further confirms to be legally bound by it.

MSD reserves the right to limit registration to the Platforms in accordance with the Law or these Terms of Use.

The Professional who has completed registration on the Platforms is responsible for their account, including data and content posted and all activities performed; they are also required to immediately report any credential theft or unauthorized access to MSD.

MSD is not liable for publications that do not comply with the Law.

The Professional who proceeds with registration is responsible for their statements. MSD reserves the right to verify the statements made by the Professional and may delete the account if any statements are found to be false or misleading. MSD specifically reserves the right to request profile supplements from the Professional and may refrain from activating, suspend, or delete profiles deemed unsatisfactory. Additionally, MSD reserves the right to request further details regarding the Professional’s stated qualifications. The Professional acknowledges that the Profile is intended for online publication and, therefore, authorizes MSD to publish all entered content freely accessible online.

Moreover, registration will not be granted to a Professional who:

has been convicted, even if not definitively, of sexual violence;
has previously been disabled for violating the General Conditions;
is not authorized by law.

Where the healthcare service can only be provided after enrollment in professional registries or orders, as required by law, registration on the Platforms as a Professional is permitted only for health professionals authorized to practice.

During the registration process, the Professional is required to enter a password. Maintaining the confidentiality of the password and account is the sole and exclusive responsibility of the Professional, and therefore, they will be solely responsible for any activity performed using their password or account. The use of another Professional’s password or account is not permitted. MSD will not be liable for any loss or damage caused by failure to comply with these obligations by the Professional.

ARTICLE 11. Further Obligations of the Professional.

The Professional is required to:

use the same name they use in real life;
create only one account;
not share their password, nor grant third parties access to their account, without MSD’s written authorization.

The Professional may not upload viruses or harmful code, nor engage in activities that could disable, overload, or interfere with the proper functioning or appearance of the Platforms.

The Professional may not access or collect data from the Platforms using automated means without MSD’s prior written authorization, nor attempt to access data to which they do not have permission.

The Professional is obligated to provide all necessary data for the provision of Services. They also commit to keeping their profile updated to provide Patients with clear and accurate information about their professional activity.

The Professional declares and guarantees to hold the necessary qualifications, permits, licenses, concessions, authorizations, and all other requirements to practice their profession according to current regulations, including ethical standards imposed by their professional order.

The Professional declares and guarantees to maintain all the aforementioned qualifications throughout the contractual relationship with MSD, as governed here.

MSD disclaims any liability in relation to the Professional’s statements regarding the aforementioned qualifications. The Professional is solely responsible for the declarations made in this article and undertakes to indemnify and hold MSD harmless from any legal action and/or claim and/or objection that any third party, including Patients, may raise due to false statements.

The Professional agrees to treat the personal data provided by Patients, including those obtained through the Platforms, privately, in accordance with applicable regulations. Regarding the processing of such data, the contacted Professional remains the sole Data Controller.

In case of violation of these behavioral rules, MSD may remove and block content that violates these provisions and proceed with account deletion for the affected Professional, even automatically.

ARTICLE 12. Permissions Granted by the Professional.

Upon registration, the Professional grants the following permissions to allow MSD to provide its services:

permission to use the content created and shared by the Professional on the Platforms. The Professional may individually delete content or delete all content by deleting their account. Subsequent permanent removal of said content will occur within the legally required times and through a specific written request from the Professional;
permission to use the profile name and image without any remuneration. The Professional also authorizes the free publication of data and photographs in which the Professional appears for use in advertising, editorial content, and conferences. At any time, data and photos may be removed from the Platforms through tools provided by the Platforms. This permission does not allow for the use of the image in contexts that harm the Professional’s personal dignity or decorum or for purposes other than those indicated above. The Professional confirms they have no claims arising from the above and irrevocably waives all rights, actions, or claims related to what has been authorized above. In no case shall damages be claimed for moral or material harm caused by third parties. This authorization is valid for ten years;
permission to update the software in use or downloaded, where available;
permission to detect and reveal the location, where available;
the Professional, as the owner of the intellectual and/or industrial property rights on content created and shared on the Platforms, grants MSD a regular license to use such content for its services. Specifically, when the Professional shares, publishes, or uploads content protected by intellectual and/or industrial property rights in connection with the Platforms, they grant a non-exclusive, transferable, sublicensable, royalty-free license worldwide to transmit, use, distribute, modify, perform, copy, publicly perform or display, translate, and create derivative works of their content. This license expires once the Professional deletes their content from the Platforms, with content deletion occurring within the required technical times and, in any case, in accordance with the Law.

ARTICLE 13. Account Deletion.

The Professional can delete their account at any time through the methods provided by the Platforms.

The Professional will receive a confirmation message upon receipt and subsequent deletion of the account.

The Professional remains responsible for all activities performed with the account until actual deactivation.

When the Professional deletes their account, all published data is deleted and cannot be recovered.

Information shared by other users and not part of the deleted account will not be deleted.

MSD shares information with regulatory authorities, law enforcement, or other authorized parties as required by law.

Received information may be reviewed and retained for an extended period if subject to legal proceedings or obligations, judicial investigations, or investigations concerning possible violations of our terms or regulations, or to prevent harm.

ARTICLE 14. Personal Data of the Professional.

When the Professional begins the registration process, they are asked to provide certain personal data. Regarding the processing of such data, the Professional is invited to refer to the Privacy Policy available on the Platforms for Professionals.

ARTICLE 15. Contract Assignment.

This contract may not be assigned by the Professional to third parties, either temporarily or permanently, whether for free or for payment.

The Contract signed by a Professional who is a natural person will be binding on the Professional’s successors.

The Professional authorizes MSD to assign this Contract, without further authorization, to companies controlled by MSD, as well as any company controlling MSD or affiliated with MSD as per Article 2359 of the Civil Code.

ARTICLE 16. Governing Law and Jurisdiction.

This Contract is governed by Italian law. For any matters not expressly provided for herein, applicable legal provisions shall apply.

Jurisdiction over disputes arising from this Contract shall lie exclusively with the Court of Forlì.

ARTICLE 17. Final Provisions.

The Contract comprises all the clauses it contains. If one or more provisions of the Contract are deemed invalid or declared so by law, regulation, or a decision by a court of competent jurisdiction, the remaining provisions shall continue to be fully effective. The Parties undertake to replace invalid or ineffective clauses in good faith with others that fulfill, as closely as possible, the same function.

The Contract repeals and replaces all previous agreements, understandings, or negotiations, whether written or oral, between the Parties concerning the subject of this contract.

Any amendments or modifications to the Contract clauses shall be ineffective unless agreed upon in writing by the Parties.