Article 1. PreambleTEAM’DOC is a simplified joint-stock company (SAS) with a share capital of € 342,816, registered with the Paris Registry of Companies under the number 823 684 063, headquartered at 22 rue Drouot, 75009 Paris, represented by Michel ROZENCWAJG, as its President. Phone number: +33 1 42 46 42 67 Email address: firstname.lastname@example.org TEAM’DOC developed an I.T. platform (hereafter referred to as the “SOFTWARE”) for healthcare professionals, enabling the secure transmission of data between users and facilitating the standardisation of hospital admissions. The SOFTWARE offered by the company TEAM’DOC is a standard product developed to meet the needs of the greatest number of USERS. For this purpose, TEAM’DOC has entered into a contract with the health facility (hereafter referred to as the “CLIENT”) in which the USER practices their profession or with which the USER has formed a partnership. It is nonetheless incumbent upon the USER to ensure the SOFTWARE is suitable for their purposes.
Article 2. DefinitionsThe implementation of this agreement requires that the following terms be understood in the meaning set out below: “CLIENT” refers to the health facility in which the USER practices or with which the USER has a partnership, and with which TEAM’DOC has a contract to supply products and services. “CONTRACT” or “ToU” refers to this agreement, under which TEAM’DOC gives the USER the right to use the SOFTWARE and makes the EQUIPMENT available. “SOFTWARE” refers to the software Team’Doc provided by TEAM’DOC to the USER. “EQUIPMENT” refers to the hardware provided by TEAM’DOC to the USER. “PARTY” or “PARTIES” refers, individually or collectively, to TEAM’DOC and the USER. “TEAM’DOC” refers to the USER’s contractual partner: the company Team’Doc. “USER” refers to the natural person, of legal age and capacity, practicing a regulated healthcare profession as defined by the French Public Health Code (doctors, dental surgeons, midwives, chemists) or a regulated profession of a paramedical or social nature (healthcare assistant, paramedic, childcare assistant, healthcare manager, chiropractor, dietician, occupational therapist, nurse, nurse anesthetist, surgical nurse, radiological technician, physiotherapist, optician, speech therapist, osteopath, chiropodist, podiatrist, pedorthist, pharmacy technician, dental technician, psychologist, rehabilitation therapist, childcare worker, biomedical lab technician, social worker). Students and retirees of the above mentioned professions are also included in this definition.
Article 3. Acceptance of terms3.1. The USER is deemed to have familiarised themselves with these ToU and to have accepted them unconditionally. 3.2. By creating a USER profile on the SOFTWARE, the USER fully accepts these ToU, and declares having familiarised themselves with the ToU in their entirety and expressly gives their informed consent to comply with same. 3.3. Electronic acceptance of these ToU holds the same evidential value between the PARTIES as a written agreement.
Article 4. Aim4.1. These ToU aim to set out the terms and conditions under which the USER may use the SOFTWARE and EQUIPMENT provided by TEAM’DOC. 4.2. By using the SOFTWARE, the USER expressly accepts and acknowledges having understood, pledged to adhere to and be legally bound by the ToU.
Article 5. Registration and USER profile creation5.1. USER registration on the SOFTWARE is subject to CLIENT approval of an authentication form, in which all of the information necessary to identify the USER will be requested. 5.2. Validation of this authentication form leads to the creation of a USER profile (henceforth referred to as “the PROFILE”), that will allow the USER to log in and use the SOFTWARE and the EQUIPMENT. 5.3. Finalising the registration process will prompt the USER to set a password when they first log in, which will grant them future use of the SOFTWARE.
Article 6. Granting rights of use of the SOFTWARE6.1. The SOFTWARE is the property of TEAM’DOC. All rights, and in particular intellectual property rights, concerning the SOFTWARE, associated documentation or copies belong to TEAM’DOC or, where appropriate, to the SOFTWARE AUTHOR (henceforth the “AUTHOR”). Consequently, in accordance with these ToU, the USER only acquires the non-exclusive, non-assignable, non-transferable right to use the SOFTWARE from TEAM’DOC. 6.2. The USER acknowledges and accepts that the extent of the rights of use granted for the SOFTWARE under the CONTRACT constitutes the non-exclusive, non-transferable and indivisible rights of use. For this reason, the USER is prohibited from making the SOFTWARE, associated documentation or EQUIPMENT available, directly or indirectly, to a third party under any circumstances, whether in return for payment or free of charge. 6.3. Confidentiality – prohibition to copy:
- 6.3.1. The USER is prohibited from copying the SOFTWARE or associated documentation in any form, subject to any legal exceptions as set out under the French Intellectual Property Code.
6.3.2. The USER undertakes to keep the content of the SOFTWARE and associated documentation confidential and is prohibited from transferring, publishing, showing, divulging or making available in any way the SOFTWARE or its associated documentation to a third party.
6.3.3. The USER is prohibited from translating, modifying, changing the order, undoing, disassembling or creating derivative works from the SOFTWARE, or part of the SOFTWARE, and prohibited from allowing a third party to do so except (in the case of software used to develop a software application) in the context of use of the SOFTWARE in accordance with its documentation.
Article 7. Delivery, installation and guarantee7.1. The SOFTWARE conformity guarantee is explicitly limited to its conformity with the documentation and does not extend to the specific needs of the USER, regarding local standards, usage or regulations. TEAM’DOC does not guarantee that the SOFTWARE is free from defects but undertakes to rectify, with reasonable prudence, any SOFTWARE abnormalities in relation to its documentation. 7.2. TEAM’DOC does not guarantee the capacity of the SOFTWARE to meet aims established by the USER or the execution of specific tasks that may have motivated the USER’s to decide to use the SOFTWARE.
Article 8. Contract durationThese ToU are intended for an unspecified duration and may be terminated at any time in accordance with the conditions set out under article 9 of this document.
Article 9. Termination9.1. Termination by the USER
- 9.1.1. The USER is entitled to terminate the CONTRACT at any time by simply unsubscribing or deactivating their PROFILE or requesting that CLIENT do so on their behalf. Terminating the CONTRACT will result in the USER losing access to the SOFTWARE.
9.1.2. As set out in article 11 of this document, if the USER terminates the contract, they must return the EQUIPMENT. By failing to do so, they may incur costs.
- 9.2.1. TEAM’DOC reserves the right to suspend access to the SOFTWARE without compensation, if needs be, without prior notice depending on the seriousness of the breach of contract, if the USER fails to adhere to the rules set out in this document, and notably in the event of any of the following:
- Any form of piracy or attempt to make illicit use of information from the SOFTWARE having as its origin the USER’s account;
- Any form of piracy or attempted piracy of the SOFTWARE resulting from connection to the USER’S PROFILE;
- Any use of the SOFTWARE that harms third parties, or is contrary to public decency or public order.
Article 10. USER obligations10.1. For the fulfilment of the Contrat, the USER:
- Certifies their use of I.T. equipment that is in good working order and that meets TEAM’DOC’s minimum computer system requirements, in the event that the USER is not using the EQUIPMENT to access the SOFTWARE.
- Undertakes to install the most recent update made available by TEAM’DOC on reception of same and to use only the latest version of the SOFTWARE.
- Undertakes to inform TEAM’DOC, without undue delay, of any change of professional or personal contact details. The USER is solely responsible for any consequences due to a delay in providing this information.
Article 11. Equipment and HARDWARE11.1. Description
- 11.1.1. In order to use the SOFTWARE, the USER should use the HARDWARE, or, failing this, have specific equipment that is compatible with the SOFTWARE.
11.1.2. In the event that the HARDWARE is made available to the USER by TEAM’DOC and delivered by TEAM’DOC, the USER must check the contents of said HARDWARE upon delivery. Should the delivered HARDWARE not match the USER’s initial request, the latter is invited to contact TEAM’DOC within seven (7) working days of delivery of the HARDWARE.
- 11.2.1. The HARDWARE is placed at the USER’s disposable and thereby remains the property of TEAM’DOC. As such, the USER must not assign, sub-license, modify, pledge, give as collateral, transfer or lend it in any way. The USER is prohibited from using the HARDWARE for any reasons other than use of the SOFTWARE.
11.2.2. The USER must oppose any third party attempt to seize or claim any rights over the HARDWARE, and report any such attempt immediately to TEAM’DOC in order to allow the latter to protect its rights.
11.2.3. The USER must maintain the owner name TEAM’DOC on the HARDWARE on which it is affixed.
11.2.4. In the event of any malfunctioning of the HARDWARE (with the exception of components and accessories such as cords, flexes, plugs etc. which must be replaced regularly) beyond the USER’s control, TEAM’DOC will provide an exchange of the HARDWARE. Repair excludes repair of damage caused by lightning and power line surges, as well as repair of damage caused by misuse, faulty installation or unauthorised repairs carried out by the USER, accidental damage or any case of force majeure.
Article 12. Liability12.1. TEAM’DOC will in no circumstances be held liable by the USER or a third party for any damage, direct or indirect, loss of revenue or potential revenue that may result from use of the SOFTWARE. 12.2. In particular, TEAM’DOC cannot be held responsible in, though not limited to, the following cases:
- Any interruption of the service during technical maintenance of the SOFTWARE;
- Interruption to networks, deadlines or delays in the transmission of electronic messages or any other data;
- Hardware or software malfunctions;
- Malicious acts, data theft, computer viruses, insufficient safeguarding and backup;
- Operating errors, misuse of HARDWARE or SOFTWARE;
- Loss of data, interruption to business or any other resulting pecuniary loss;
- Misuse or malicious use of data collected using the SOFTWARE;
- Any case of force majeure, unforeseeable events or any other causes beyond the control of the company TEAM’DOC.
Article 13. USER data – Personal data13.1. The USER must take all necessary measures to protect their computer system with particular regard to protection against computer viruses, worms and any other hostile intrusion. 13.2. Any operations aiming to recover or restore lost or damaged data, programs or files are not covered by this CONTRACT.
Article 14. Intellectual property14.1. TEAM’DOC reserves, as the rights holder, all intellectual property rights over the SOFTWARE, with all attendant prerogatives. 14.2. The USER does not acquire any intellectual property rights, or any rights other than those conferred on them by this CONTRACT. 14.3. By accepting these ToU of the SOFTWARE, the USER agrees not to jeopardise the legitimate interests of TEAM’DOC. The USER must not engage in any use not explicitly provided for by the French Intellectual Property Code for their own benefit or not explicitly authorised by this CONTRACT, in particular the USER must not:
- Use the SOFTWARE or make backup copies beyond the scope of the conditions set out in this CONTRACT;
- Carry out any corrections themselves or have corrections made by third parties of any potential SOFTWARE errors or anomalies without prior written permission from TEAM’DOC;
- Lend the SOFTWARE or make it available by any means, including via the Internet;
- Send or disseminate the SOFTWARE or put it on any network, in particular on the Internet, in any other form;
- Decompile the SOFTWARE, including for the purpose of interoperability or notably for the purpose of creating their own derivative or competing SOFTWARE;
- Translate, adapt, rearrange or modify the SOFTWARE.