Update of this document: August 2023
1. Introduction
The Website Mylvas.com and its sub domains as well as the underlying Software platform belong to the company Mylvas BV (hereinafter referred to as ” Mylvas » or the ” Company »), a Belgian company registered at Mereldreef 19, B-3140 Keerbergen, Belgium and whose VAT number is BE***********. Mylvas may be contacted through the email address info@mylvas.com.
These General Terms and Conditions of Use (hereinafter referred to as the “GTCU”)govern the contractual relationship (hereinafter the “Agreement”) between Mylvas and the Customer (hereinafter « You », the “User” or the “Customer”), and more generally any visitor of the Website, Customer or not (“User”), herein after jointly referred to as the “Parties” and individually as “the Party”.
The Website and its Services are hosted by third party services.
The Website offers the Customer (hereinafter the “User” or “Customer”) access to a collaborative platform between professionals for native medical images(hereinafter the “Platform”). This access is offered as a free service or paid service according to the Plan the User chose.
These GTCU are systematically communicated to the User before the conclusion of the Agreement. As a result, registering on the Platform and passing the access control by login implies full and unconditional acceptance without reservation of the said GTCU, to the exclusion of all other documents.
These General Terms and Conditions of Use govern in full the relationship between the Company and the Customer. Any particular condition communicated by the user to Mylvas cannot prevail over the GTCU, except formal and written acceptance of the Company.
Any provision derogating from this GTCU must result from an agreement by the Parties, and confirmed by the Company or any other document attesting to the agreement of the two Parties.
The fact that Mylvas does not prevail itself at any time in any condition of these GTCU cannot be interpreted as a renunciation to later exercising of said conditions.
The Company reserves the right to modify at any time these General Terms and Conditions of Use, and any other terms, and to inform Users by any means. These changes come into effect as soon as they are posted on the Website. The User is advised to consult these General Terms and Conditions of Use regularly for any changes. If the modifications materially alter Users rights or obligations hereunder, the Company will make reasonable efforts to notify Users of the change. For example, we may send a message to their email address or generate a pop-up or similar notification when Users access the Service for the first time after such material changes are made. Users’ continued use of the Service after the revised GTCU has become effective indicates that Users have read, understood and agreed to the current version of these GTCU and any other published terms.
Definitions
“Agreement“: is used for these General Terms and Conditions of Use and all material and documents referred or linked to here.
“Website“:Mylvas website accessible from the URL https://www.mylvas.com or any other mylvas subdomain as well as the underlying Software Platform that runs the services.
“Services“: means the functionalities, tools and APIs provided by Mylvas to the Users when login to the mylvas platform, and subsequent updates or upgrades of any of thefore going made generally available by Mylvas.
“Platform”: the online website www.mylvas.com. and all its subdomain applications and services
“API“: the Application Programming Interface provided by Mylvas to the User as a Service.
“Dashboard“: the landing page of the mylvas platform after login e from which you canoperate, configure and access all the services of your Mylvas account.
“Additional Services” means the professional services provided to You by Mylvas, which may include consulting services, training services, installation, integration, design or other additional services.
“Plan“: means the type of offer proposed by Mylvas. Each Plan has particularities and features adapted to various business needs and has a different price.
“Content“: referred to elements of the Website. Mylvas Content refers to materials, text, illustration, designs and other types of Content available on Mylvas Website and Services.
“Documentation“: means the printed or digital instructions, online help files, technical documentation and user manuals made available by Mylvas for the Services.
“Third Party“: is any other Party than Mylvas and You. For instance, Mylvas is likely to use other Services to provide You with its Services.
“Mylvas Account“: is your account when You register to Mylvas Services.
“Data“: all information collected by Mylvas or Third Parties to provide the Services and let you consult the Website.
“General Data Protection Regulation“: European regulation to protect User’s data (GDPR).
“Subscription Fee“: is related to the amount You pay to Subscribe to the Service.
“Subscription Term“: is the initial term of your subscription to the Service, as specified when registering, and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access Mylvas Services for free.
“Transaction Fee“: is related to the amount You receive when a service you a given is paid by another User.
2. Obligations of the parties
2.1. Mylvas Obligations
TECHNICAL MEANS: Before using the Website, You must ensure that You have the technical and computer resources to use the Website and the Platform and that your browser allows secure access to the Website. You must also ensure that your computer configuration is in good working order and does not contain any viruses.
In the context of these GTCU and the realization of the Services, Mylvas undertakes to give itself all the necessary means and to make every effort to achieve its mission in the state of the art. This obligation cannot constitute an obligation of result, the Company providing the Services only in the context of an obligation of means.
Mylvas warrants that the platform and its services are legally available and are not encumbered by third parties rights for the purposes provided under the Agreement.
The Company undertakes to inform the Customer, You, regularly of the progress of the realization of the Services.
2.2. Your Obligations as a Customer
The Customer agrees to comply with the terms of these General Terms and Conditions of Use and to use the Website and the Services per the instructions of the Company.
In general, You and the Company undertake to collaborate actively to ensure the proper performance of the Agreement. Each Party undertakes to communicate any difficulties that it becomes aware of as he is using the platform so that the other party can take the necessary decisions.
You undertake to provide fair and truthful information and You also agree to notify the Company of any changes in the information or data provided.
Incase you register for a professional account, you expressly declare that you are a medical professional as per your profile configuration into Mylvas, and licensed under the registration number you provided in the country of residence you mentioned.
You will be solely responsible for any malfunctions that may result from incorrect information. You must maintain a valid e-mail address and mobile telephone number.
You expressly declare that You have received from the Mylvas all the information and advice necessary for the performance of the Services and waive the responsibility of Mylvas for this reason.
To enable the Company to fulfil its mission, You undertake to:
Collaborate closely with the Company and provide all information, documentation, services, and all other means necessary for carrying out the Services and undertake to make available to the Company all the elements necessary to fulfil its obligation.
Provide, where applicable, all the documentary, graphic and textual elements necessary for the proper implementation of the Contract (in particular in the correct formats that can be used depending on the media targeted).
Guarantee the Company against any action that may be brought against it because of the nature of the data or information (texts, images, sounds) that have been provided or chosen by the Customer.
Before each intervention of the Company, You will carry out all the backup procedures necessary for the protection and safeguarding of your data, programs and computer files.
Finally, You will be solely responsible for the laws and regulations applicable to your use of the Services, particularly concerning the protection of intellectual property rights, legal notices, protection of personal data, medical data, patient informed consent, protection of minors (if applicable) and consumer law(if applicable).
2.3. Use of the Website
Before using the Website, the User must ensure that he has the technical and computer resources to navigate and use the Website. He must also ensure that the computer configuration of his equipment is in good working order and does not contain any viruses.
The platform is made for individual persons, medical professionals and their representatives. Any third party having access to the platform services on behalf of a User, and not genuine user should have an express agreement from the User.
The Company reserves the right to modify, revise, delete, validate or change, in whole or in part, any content (“Content”) appearing on or displayed on the Website.
The Company may delete, change or modify the Website and/or the Content at any moment and without notice.
3. Services
3.1 Access to the Mylvas platform
Mylvas is a Collaborative and Services facilitating platform for medical professionals and individuals. The User can use the platform to upload, manipulate, exchange, download native medical images. The Users can create requests to other Users exchanging images, documents and questions for a fee or not.
Each medical professional is responsible for the data of his patients and therefore establish with the Company a service contract as a service supplier to handle on his behalf these data.
Mylvas is not responsible for your use of the Service.
Due to the nature of the Services, we will update the Platform and Documentation from time to time and may add or remove functionality. We will inform You if we change, deprecate, or remove functionality from the Platform so that you may continue using the Services with minimal interruption.
Mylvas shall only be responsible for the operation and performance of the Services as provided by Mylvas and Mylvas expressly disclaims any liability with regards to any requests you may generate to another user of the platform.
3.2. Beta Services
From time to time, Mylvas may offer Services identified as a beta in the Documentation (“Beta Services”).
You may request to access these Services. If so, You agree that Beta Services: (a)are provided only for evaluation purposes; (b) may not be relied on by You for production use; (c) may not be supported; (d) may evolve fast and not work as expected; and (e) may be subject to additional Terms or Fees.
Mylvas may discontinue Beta Services at any time in its sole discretion and may never make Beta Services generally available.
ALLBETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OFANY KIND. BETA SERVICES MAY BE TERMINATED AT ANY TIME. MYLVAS DISCLAIMS ALLOBLIGATION AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUTOF OR IN CONNECTION WITH A BETA SERVICE, INCLUDING ANY OBLIGATION OR LIABILITYCONCERNING YOUR DATA. ANY CONFIGURATIONS OR DATA ENTERED INTO BETA SERVICES,AND ANY CUSTOMIZATIONS MADE TO BETA SERVICES BY OR FOR YOU, MAYBE PERMANENTLYLOST IF THE BETA SERVICES ARE SUSPENDED, TERMINATED, OR DISCONTINUED.
3.3. Changes and updates
Mylvas offers You a Service based on its platform that will be regularly updated. Therefore, You may encounter some changes in the Service.
Mylvas shall have the right to change the Service at any time, for any part and shall use reasonable efforts to inform you of these changes in advance.
If You do not want to benefit from the changes You may stop using the Services and inform Mylvas.
Changes in the Service will be described in the Documentation if there is any new version.
4. Mylvas account and subscription
4.1. Registration
During the account creation process, You will be asked to complete a registration form, communicate a valid e-mail address, a valid telephone and choose a password.
Your login information and passwords are strictly personal.
You must inform the Company of any loss of personal information without delay so that you can create a new password.
Mylvas declines any responsibility in case of loss or misuse of this information.
You represent and warrant that You will be using the Services in the course of your professional activity and, as a consequence, You shall not be considered as a consumer under applicable law.
Incase of an incomplete or erroneous declaration, your account may be deactivated, ipso jure, without notice and further formality.
You acknowledge that Mylvas shall not be held liable for any of the consequences that may arise from such an erroneous or incomplete declaration.
4.2. Subscriptions
Orders and payments are firm and irrevocable and are subject to these Terms.
Any fraudulent Order or presumed as such will be considered null and void.
The Company reserves the right to cancel or refuse any Order that emanates from a Customer with whom there is a dispute over the payment of a previous Order.
The Subscription Fees vary according to the Plan You choose when registering for the Services and are listed on the pricing page in euros or dollars, with taxes and other duties excluded.
The amount including all taxes is indicated in the summary of the Order, before the Customer accepts these Terms, validates the Order, informs and validates its billing information and proceeds to payment.
The Subscription Fees will remain fixed during the Subscription Term unless You (i)upgrade your Account to another Plan, (ii) choose to buy any Add-on or additional Services, (iii) add any Team Account to your Dashboard (iv) are using the API and are subject to limits that you exceed (such as event overage fees, Search operations, Assets or Users limits…).
Fees on initial commitment are (i) based on Services purchased and not actual usage;(ii) non-cancelable; and (iii) cannot be decreased during the specified Subscription Term.
Fees paid for minimum commitments are not refundable. Subscriber’s payments of fees are neither (i) contingent on the delivery of any future functionality or features nor (ii) dependent on statements not outlined in the Agreement or any Service Order.
Mylvas reserves the right to change its pricing and to institute new charges at anytime upon notice to You (i.e. on the Website and/or by email) provided that, for Services billed on a subscription basis, monthly paying users will be given two (2) months at the old pricing from the point at which the new pricing comes into effect and yearly paying users will be given the possibility to keep the old pricing until their Subscription Term.
Should You wish not to accept such change in fees, You may terminate this Agreement following Section 6.3 “Termination” below.
5. Paid services
5.1. Storage space used
Each user will be granted a free storage space of data for any types of images or documents created or uploaded by the User.
If the maximum storage size available is reached, the user will be asked to subscribe to an additional storage space to be paid per quarter or year. When your payment is complete, your available storage space will be increased of the subscribed space and an invoice will be generated, sent by email and available on the platform.
5.2. Fees on internal transactions
With Mylvas, a user might share his data with other services providers and requesting for an additional service such as but not limited to, a second opinion request.
These services might not be for free and in case offered through Mylvas, a clear indication of the price will be given.
Upon execution of the service, Mylvas will charge the User this price, augmented by a service handling fee and related taxes and duties. The User will get the related invoice from Mylvas with all relevant data.
5.3. Additional premium services
If your use of the Services exceeds the Services limitation set forth on the Plan You choose or additional services requests require the payment of additional fees (per the terms of this Agreement), You will be billed for such usage and You agree to pay the additional fees in the manner provided herein.
5.3. Payment by credit card
The Subscription to the Services on the Site is payable in euros or dollars or other listed currency. The full payment must be made on the day of the Order by the Customer, generally by credit card, or wire transfer when available. Access to the Services is conditional upon receipt of all amounts due.
By paying by credit card or any other means, You authorize the Company to debit your bank account for all fees payable during the Term of the Subscription.
You also authorize Mylvas to use the services of a Third Party to securely process payments, and consent to the disclosure of your payment information to such Third Party. This system guarantees the Customer the total confidentiality of his banking information. The bank transaction between the Customer and the selected secure system is therefore fully encrypted and protected. The bank details of the Customer are not stored electronically by the Company.
Invoices to be paid by credit card are due on the invoice date. Access to the Services is conditional upon receipt of all amounts due.
5.4. Payment against an invoice
If You are paying against an invoice, You will provide a purchase order number in the applicable amount, and promptly notify Mylvas of any changes necessary for the payment of an invoice.
Billing is done either monthly, quarterly or annually and amounts are payable in advance at the beginning of the Period. Mylvas may allow You to pay monthly but all charges will be increased by 25%. It is specified that the Customer remains committed for one (1) whole year even if he decides to pay monthly.
All invoice amounts become due on the invoice date unless otherwise specified and Mylvas may condition access to the Services to payment reception.
5.5. Failure to pay
Without prejudice to any damages, the failure of the Customer to pay an invoice when due, automatically entails:
The suspension of Services after formal notice remained unsuccessful at the end of a period of seven (7) business days.
Mylvas may condition future subscription renewals and Service Orders on shorter payment terms.
6. Term and termination
6.1. Term
The Initial Term of the Contract is mentioned in the Customer Order. The Contract is renewable for the same duration under the conditions stipulated in the article below.
6.2. Tacit renewal of the Contract
The Contract is entered into by the Parties for a minimum period of one (1) year, the “Initial Period”, from the date of acceptance of these Terms.
At the end of the Initial Period, the Contract will be automatically renewed by tacit renewal on each anniversary date of the Contract for a new equivalent period (the “Renewed Period”).
The Initial Period or the Renewed Period concerned will be hereinafter referred to as the “Period”.
6.3. Termination
If You wish to terminate your Contract, you must notify your intention to terminate:
For contracts of a duration of 1 year or more, You will have to notify your intention of denunciation at least three (3) months before the end of the Period, via the interface of your dashboard provided for this purpose, or by email to the attention of your privileged interlocutor.
In the event of termination of the Contract by the Customer, no credit and no refund for the Period will be granted by the Company.
Incase of breach by one of the parties to its contractual obligations, the Contract may be automatically terminated by the other party fifteen (15) days after the sending of a letter or email of formal notice.
The formal notice will give indication of the said breach and if applicable a detailed list of defects.
Once the Agreement is terminated, You will cease to access the Services.
Incase of termination of the Contract by the Customer, no credit and no refund for the period subscribed will be granted by the Company.
7. Reversibility
In the event of termination of the contractual relationship or at the end of the Term and up to the expiration of thirty (30) days following the termination of he relationship, Mylvas undertakes to let you retrieve the data you created with Services in standard formats such as CSV exports from Dashboard, or in a full database export upon request.
Mylvas will provide a quote applying a reasonable amount in case of another specific export request. In no circumstances, Mylvas will integrate or adapt its data format to the specifications of other thirds party systems being used by User.
8. Industrial and intellectual property rights
8.1. Website and Services Intellectual Property Rights
All elements of this Website, the Website itself and the Services, are protected by copyright, the right of trademarks, designs and/or any other intellectual property rights. These elements are the exclusive property of the Company. All these rights are reserved for the whole world.
You must under no circumstances dismantle, decompile or reverse engineer the Website or the Services.
The name MYLVAS, logos, designs, stylized letters, figurative marks, and all signs represented on the Website are and shall remain the exclusive property of the Company.
No title or right to any element or software will be obtained by downloading or copying elements of the Site and/or Services. You are strictly forbidden to reproduce, publish, edit, transmit, distribute, show, remove, delete, add to this Website or the Services and the elements and software contained therein, any more than modifying or performing any work by taking them as a basis, nor sell or participate in any sale in connection with this Website, the elements of this Website nor any related software.
Mylvas grants You a non-exclusive license to use the Website and the Services. This license is strictly personal and cannot be transferred to any third party. The license is granted for the duration of use of the Website and the Agreement if any.
8.2. Right to use the API
The Services, including access to Application Programming Interfaces, remain in all circumstances the exclusive property of the Company which is the sole owner and holds all the rights necessary to ensure their commercialization and to allow their use.
Consequently, the Customer may neither pledge, assign , nor sublicense, nor lend them and undertakes to maintain on all copies and copies, even partial, the mentions of property in favor of the Company. In addition, the Customer undertakes to inform the Company of any infringement of which he may be aware.
8.3. Intellectual Property
The Company’s software, data, documentation, processes, methodologies, technologies and documents (hereinafter “Intellectual Property Rights”) used in connection with the provision of the Services remain the exclusive property of the Company unless stated otherwise.
The Company retains all Intellectual Property Rights attached to the specific developments and updates of the Application Programming Interfaces, whatever they may be, that it may realize in the context of the provision of the Services, without the Customer being able, at any time, to claim any rights over these specific developments.
The Company grants to the Customer and the extent strictly necessary for the provision of the Services, in a personal, non-exclusive and non-transferable capacity, the right to use said Intellectual Property Rights for the duration of the Contract.
9. Disclaimer of warranties
THE SERVICE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MYLVAS AND ITS PARENTS, SUBSIDIARIES, PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,PARTNERS, LICENSORS, AND ALL OWNERS OF THE CONTENT (COLLECTIVELY, THE “MYLVASPARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOTLIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE MYLVAS PARTIES DO NOT WARRANT THAT USE OF THE SERVICE OR THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS INTHE SERVICE OR THE CONTENT WILL BE CORRECTED, THAT THE SERVICE OR CONTENT ORTHE SERVERS THAT MAKE THE SERVICE AND THE CONTENT AVAILABLE WILL BE FREE OFVIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DESCRIPTIONS OF THE SERVICE ORTHE CONTENT ARE ACCURATE, RELIABLE, CURRENT OR COMPLETE.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SERVICE OR ANY FEATURE OR PART THEREOF AT ANY TIME. THE MYLVAS PARTIES ASSUME NO RESPONSIBILITY FOR THE DELETION, MIS-DELIVERY, OR FAILURE TO STORE OR TRANSFER ANY CONTENT OR PERSONALIZATION SETTINGS.
10. Limitation of liability
YOU UNDERSTAND AND AGREE THAT THE MYLVAS PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, MISTREATMENT, DEATH OR OTHER INTANGIBLE LOSSES (EVEN IF A MYLVAS PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OR ACCESS OF, OR INABILITY TO USE OR ACCESS, THE SERVICE OR THE CONTENT.
11. Personal data
Each of the Parties undertakes to comply with the provisions of the Data Protection Act No. 78-17 of 6 January 1978 as amended by the Law of 20 June 2018 on the protection of personal data (“Data Protection Act”). and Regulation No 2016/679of the European Parliament and of the Council of 27 April 2016 on the protection of individuals concerning the processing of personal data and on the free movement of such data (hereinafter the European Regulation or “GDPR”), in the processing of personal data to which the Parties could have access in the framework of the execution of the GTCU.
The provisions concerning the protection of personal data in the context of subcontracting as provided by the Data Protection Act of 6 January 1978 as amended by the Law of 20 June 2018 and the European Regulation on the Protection of Personal Data (“GDPR”) are available on our Website.
The provisions concerning the processing of the Customer’s and User’s data are available on our Website under the heading “Privacy Policy”.
12. Subcontracting
The Company may subcontract all or part of the performance of the Services to subcontractors. In this case, the Company remains responsible for the performance of the Services towards the Customer.
13. Links
The hypertext links established on the Website to other external websites or other sources or Internet content (the “External Sources”) do not engage the responsibility of the Company.
To the extent that the Company cannot control these External Sources, the User acknowledges that the Company cannot be held responsible for the provision of these External Sources, and cannot bear any responsibility for the contents, advertisements, products, services or any other material available on or from these External Sources.
14. Newsletters
By checking the box provided for this purpose or by expressly agreeing to this end, the User agrees that the Company may send him a newsletter that may include information about its activity.
When the user checks the box provided for this purpose during the registration process on the Website to Order Services, he agrees to receive commercial offers from the Company for products similar to those ordered.
Subscribed members will be able to unsubscribe from the newsletter by clicking on the link provided for this purpose, present in each of the newsletters.
15. Applicable law and jurisdiction
Both Parties agree that the laws of Belgium will apply, should any dispute arise out of or in connection with this Agreement, without regard to choice or conflict of law principles.
To the extent that any lawsuit or court proceeding is permitted hereinabove, both Parties agree to submit to the sole jurisdiction of the Courts of Belgium to litigate all disputes; unless the Company prefers to seize any other competent jurisdiction.
16. General provisions
16.1. No Waiver
If any provision of these GTCU or its application to any person or circumstance is deemed void, this void shall not affect the other provisions or applications of this GTCU, which will remain in force, regardless of the provision deemed void. To this end, the provisions of these GTCU are declared autonomous.
16.2. Notification
Any notification must be made in writing and be delivered personally, or sent by registered (e-mail) letter with acknowledgement of receipt, or made by an extrajudicial act to the address indicated in the Order.
16.3. Language of the Contract
Should an official translation of this document be requested, the English version of this document will be used as a basis to keep the letter and spirit of the present Agreement.
16.4. Assignment
The Company may assign this Agreement to any subsidiary or affiliate without prior written consent, but with notice to the Customer. An assignee shall have all of the rights and obligations of the assigning party outlined in this Agreement.
An assignee shall have all of the rights and obligations of the assigning party outlined in this Agreement. This Agreement will inure to the benefit of and be binding upon the successors of the Company.
16.5. Evidence Agreement
The Parties agree that all written documents, including electronic writing, exchanged between them and all data, including technical data, are authentic and prove the content of their trade and their commitments.
16.6. Contact
The Company can be contacted, at any time, by email at the following e-mail address: info@mylvas.com.
16.7. Communication
Unless otherwise requested by email before your subscription or Order, You consent to Mylvas’s use of your name and logo and general description of your relationship with Mylvas, on our Website, in press releases and in other marketing materials and appearances. You further permits us to use it as a reference account for marketing purposes and agree, from time to time, to support us by participating in a reference phone call(s) and other marketing events. Mylvas may also ask You for a testimony to display on its Website or for marketing purposes.