Terms and conditions of the service Morphogram PRO

General informations

Before accessing and using the services made available in the online application, through the domain https://morphogram.com and / or its subdomains, and / or in the mobile application of Morphogram PRO (hereinafter, collectively: “the App “), carefully read these Terms and Conditions of Use (hereinafter,” Terms of Use “;” Terms “;” Conditions “;” Terms and Conditions “). By downloading, installing or using the App, or using the Services in any way, the user confirms that he has read and understood the content of these Terms of Use of the Morphogram PRO service and accepted the following terms and conditions.

The data collected during the use of the App will be treated in accordance with the privacy policy of the App.

Service

The company NUBENTECH S.r.l., (hereinafter, “Nubentech”), with headquarters in Via Nazionale Adriatica 216, 64026 Roseto Degli Abruzzi (TE) – ITALY, is dedicated to the development of the Morphogram PRO application, a product aimed at professionals operating in the physiological and pathological area of nutrition, aimed at facilitating the acquisition of new customers / patients and simplifying the assessment of the nutritional status, the management and analysis of nutritional information, planning, the analysis of cardiovascular and metabolic risks, ” lifestyle analysis and direct and indirect monitoring of the patient through a quick and simplified method of analysis.

In addition to these functions, the most distinctive feature of the service is that of facilitating and improving the relationship with customers / patients by nutrition professionals and, more generally, health and wellness professionals (by way of example: doctors, pharmacists, personal trainer) .

THE MORPHOGRAM SERVICE, THE INFORMATION PRESENT IN THE WEB AND IN THE APP DO NOT CONSTITUTE A MEDICAL OPINION, NOR A MEDICAL AND / OR HEALTHCARE SERVICE. FOR THE PART OF THE SERVICE FOR WHICH THE APP IS USED AS A COMMUNICATION CHANNEL BETWEEN PROFESSIONAL AND END CUSTOMER / PATIENT, IT IS SPECIFIED THAT THE APP EXCLUSIVELY PROVIDES AN INTERMEDIATION SERVICE BETWEEN END USER AND PROFESSIONAL HEALTH SERVICE PROVIDER. THEREFORE, NUBENTECH SHOULD NOT BE CONSIDERED A HEALTHCARE SERVICE PROVIDER, OR OTHERWISE A MEDICAL DEVICE OR TREATMENT.

Morphogram is a copyrighted analysis method devised by Dr. Paolo De Cristofaro, endocrinologist and nutritionist, and Nubentech is the licensee for the economic exploitation of the same.

The purpose of the Morphogram system is to facilitate and simplify the relationship between the Patient / User and his Professional, by making available:

1. To the Professional, a tool capable of simplifying the most complex tasks, such as the management and analysis of the nutritional status of his patients, the planning, the analysis, the direct and permanent accompaniment of the Patient / User and the acquisition of new customers / patients through the marketplace.
2. To the Patient / User (authorized to use the Morphogram HEALTH service), contact with a Professional who will directly accompany his progress and his physical and nutritional performance.

The registration of the user in the online application and / or in the mobile application of Morphogram PRO and the provision of the service by Nubentech depends on the total acceptance of these terms and conditions, so that any User who is not agree or do not want to behave according to the aforementioned, you will not be able to use the Morphogram PRO service.

These provisions remain in force between the parties throughout the duration of the contract which will be determined according to the plan concretely established.

The terms of use of the software are applied to all the ways of using the applications, whether in code form, as in binary form, or in any other form.

Definition of terms

• “App” means web and mobile applications, developed by Nubentech, whose distribution and use are governed by these Terms of Use.
• “Distribution” means the means by which the App is made available by Nubentech to Users.
• By “User” “Professional” we mean those who, by any means, have access to the reserved area for managing patients and visits, web and / or mobile version of the Morphogram PRO service.
• By “Patient / User” we mean whoever, by any means, has access to the mobile version of the software or to the web version, restricted, equivalent of the Morphogram HEALTH service.
• “Intellectual Property Rights” are all those directly related to scientific works in all domains of human activity, scientific discoveries, designs, industrial models, industrial, commercial and service brands and protection against unfair competition, as well as all other rights inherent to intellectual activity in the industrial and scientific domain.

User license

The App is, and remains, the exclusive property of Nubentech. Morphogram PRO is licensed only to the User, not sold. The User is granted the temporary, non-exclusive and non-transferable right, for the duration of the agreement, to use the App in accordance with these Terms and Conditions. The user has the right to download and install a copy of the app, or to access the service through the webapp, using it within the limits of the functions immediately and directly made available by the App. The user undertakes to use the service exclusively in compliance with and within the limits set out in this agreement and in compliance with current legal provisions. In particular, the user cannot: 1) create derivative works based on the development code of this application, violating the industrial rights of Nubentech; 2) use the application for purposes other than those indicated in these terms and conditions; 3) duplicate or copy the app, with the only exception related to the right to make a backup copy of your data, however excluded if this action is made available by Nubentech; 4) sell, assign, sublicense, distribute, transfer or make available the app or any copy of it in any form to third parties; 5) modify, adapt, alter, translate, decompile, disassemble or reverse engineer the program, except to the extent that such prohibition is not permitted by applicable law; 6) remove or alter the notes and indications relating to the rights claimed on the app.

Finally, the user must undertake not to use the information and data obtained through the service provided to provide any third party service.

Should the application include or be supplied with elements of open source software, it should be noted that these elements are subject to the license conditions, identified in the relevant documentation. The rights to the open source software are owned by their respective owners, indicated therein.

Except as expressly provided, this agreement does not transfer any intellectual or industrial property rights on the contents conveyed through the app, including any trademarks, distinctive signs or other works or contents subject to copyright, which therefore remain the exclusive property of the respective beneficiaries.

Third Party Services and Materials

The App can allow access to third-party services and websites (collectively and individually referred to as “Services”) over which Nubentech has no control. Use of the App and Services may require access to the Internet or access to third-party services. Some Services may be governed by different or additional terms, which the user must accept before using. The inclusion of links to other applications or websites is for informational purposes only, as Nubentech is entirely unrelated to the respective contents, services and / or products offered, and thus cannot be held responsible for such contents.

Limits of use

The User expressly accepts and acknowledges that:

• The App may not work on all devices.
• The App and the Services include proprietary content, information and materials, protected by applicable intellectual property laws and other laws, including, but not limited to, copyright, and which will not use such content, proprietary information or materials in any way other than within the limits set forth in the applicable terms of use.
• It will not use the App or the Services to infringe the rights of third parties or engage in illegal conduct.

Duration and Renewal

By accepting these terms, the Professional accepts and agrees with the automatic renewal of his subscription, for a period equal to that of the subscribed plan (monthly, bimonthly, half-yearly, yearly, etc.).

When the user registers in the App, he will have the opportunity to use the full functionality of the Morphogram PRO App for the first (14) days starting from the day he activated the related service (“Trial Period”).

Trial period

If the user, at the end of the aforementioned trial period, does not activate the Paid Subscription, the functions of the Morphogram PRO service will be immediately reduced and to reactivate the full functionality of the service it will be necessary for the User to activate a Paid Subscription.

Activation of the Subscription, Payments and Rates

By activating the Subscription, the user authorizes the automatic payment of the agreed value by means of the payment information previously made available by the User.

In case of non-payment within the agreed term, for any reason, Nubentech will suspend the provision of the service.

Nubentech may change, from time to time, the prices of the Paid Subscription, including the rates of the service, subject to advance notice to the user of any price changes and, if applicable, the methods for accepting the change. The price change will be effective from the subscription period following the price change date. In compliance with applicable law, the user accepts the new price by continuing to use the Morphogram PRO Service after the price change is made effective. If the user does not wish to accept the price change, he has the right to refuse this change by canceling the subscription to the Paid Subscription before the price change becomes effective.

Account cancellation

The user always has the right to cancel the account. In the event of cancellation, Nubentech will remove the deleted account and all stored information relating to the user in accordance with what is described in the privacy policy.

Term and Termination

Following the termination of the contract for reasons directly or indirectly attributable to the User, Nubentech will automatically suspend the provision of the service and the User renounces as of now to request the return of any amount already paid.

Nubentech reserves the right, at its sole discretion, to modify, suspend or terminate the application and the service provided, at any time and without notice, as well as in the event that the user violates these Terms and Conditions. In the latter case, the contract must be considered automatically terminated. The user information that has been stored will be promptly removed in accordance with the provisions of the Privacy Policy.

Likewise, the user may, at any time and without prior notice, cease to use the service and / or remove the application from one or more devices on which it was legitimately installed.

Registration

Nubentech assumes no responsibility for any fact or act resulting from the User’s inability. Nubentech undertakes to make its services available and usable without inconvenience, reserving, in any case, the right to temporarily suspend its operations for technical reasons or for reasons beyond its control.

Mandatory information to proceed with registration:

• Name and surname;
• Sex;
• E-mail;
• Place of work and / or City of residence.

Upon registration and while using the software and services, the User must provide exact, accurate and truthful information. The Professionals guarantee and respond, in any case, for the truthfulness, accuracy and authenticity of the personal data entered, so that Nubentech assumes no responsibility for verifying the latter. Each Professional or Patient / User can only correspond to one user profile, Nubentech being able to delete any further user profile subsequently created by the same individual.

Liability of the Professional

By accepting these Terms and Conditions, the Professional undertakes to adopt behaviors that do not infringe the judicial order in force or that damage, in any way, legally protected positions, undertaking to strictly follow the applicable Deontological Codes in force and the legislation, including European, in the field of personal data protection, such as the General Data Protection Regulation (“GDPR”), guaranteeing, in relation to this legislation, the provision of the necessary information, the correct collection of consents and access to rights by of Patients and internal representatives.

Transfer of the contract

The Professional accepts from now on that Nubentech may transfer these Terms and Conditions (even in the case of the transfer of a company or business unit), validating this acceptance as prior consent to the transfer, provided that they are transferred to the same terms or to terms that are not less advantageous for the Professional. This transfer, with the relative methods of execution, must be notified in advance to the Professional to the contacts indicated by him; as of now, the Professional undertakes to accept it.

It is forbidden for the Professional to assign these Terms and Conditions.

In case of violation by the Professional of the prohibition of transfer, the transfer will be considered as not having taken place and therefore without effect in relations with Nubentech, which will have the right to consider these Terms and Conditions resolved.

Intellectual property

The applications produced by Nubentech are intellectual works protected by the Intellectual Property Right, or by the applicable legislation, or by the European Directive 91/250 / EEC and the Legislative Decree 518/1992. Each element that makes up the applications (such as design, texts, videos, music, graphics, images, information, applications, sounds, colors, logos, web page layout, applications and hardware, etc.) are the exclusive property of Nubentech, ‘the only legal entity authorized to use the intellectual property rights referred to above.

Any reproduction and / or full or partial representation, use, adaptation or modification of the applications or of any element composing them, in any form or for other commercial purposes, is expressly prohibited.

Confidentiality

The Professional undertakes to keep any personal or commercial data in absolute and total confidentiality, even if it is not mentioned as confidential, forming part of the information made available to him, to which he will have access.

By protected or confidential information we mean any information that, regardless of the format used, consists of technical and non-technical information, of a financial, commercial or technological nature, in particular: intellectual and industrial property, “know-how”, conclusions, business models , working models, trade secrets, studies, formulas, methods, “drafts”, drawings, photographs, exhibitions of prototypes, models, financial, technological data and information connected, directly or indirectly, with the distribution of the pre-beta version of the framework of the software, or any other commercial, legal and / or fiscal element, or any other information relating to the software, which is distributed in any form.

Major force

Both Parties will not be responsible for the non-fulfillment of their obligations if this is due to events that are beyond the control of the Parties themselves, including but not limited to pandemics, wars, floods, cataclysms and any other cause that the party has not the ability to prevent using normal diligence.

Should the cause of force majeure persist for a period exceeding six (6) months, the Parties may agree on any changes to be made to the contractual relationship or its termination.

Disclaimer of Warranties

THE USER UNDERSTANDS AND AGREES THAT THE MORPHOGRAM PRO SERVICE IS OFFERED “AS IS” AND “AS AVAILABLE” (so-called “AS IS”), WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND.

Nubentech does not guarantee that the application or service provided will always operate without errors or without interruptions. Except as expressly and specifically provided for in this agreement, and to the maximum extent permitted by applicable law, Nubentech makes no warranties (explicit or implicit) in relation to the application or service provided, including, but not limited to, guarantees of quality, suitability for a specific purpose, or any other implied warranty deriving from commercial practice or usage. Nubentech, always to the maximum extent permitted by applicable law, will not provide any guarantee regarding the compatibility of the application with particular platforms and regarding the effects that may occur on the functionality of third-party software, services or products, due to installation and / or adoption of the App and the service provided.

The user expressly accepts that:

• the use of the service is carried out on your behalf and at your own risk, being your sole responsibility;
• the Professional User declares that he is legally authorized to carry out his business, that is, in relation to the activity of offering consultancy on the subject of nutrition and / or services in the field of health and well-being. In this way it is not possible to attribute any responsibility to Nubentech for any errors deriving from the exercise of the Professional’s activity;

Nubentech does not provide any guarantee:

• in relation to the correspondence of the software with the user’s needs;
• that the application or service provided always operate without errors or interruptions;
• in relation to the reliability, timeliness or performance of the software

Limitation of Liability

The User expressly understands and agrees that Nubentech cannot be held liable to the User for any direct, indirect, accidental or special damage resulting from the use of the App. Likewise, Nubentech cannot be held responsible for the Professional’s failures in fulfilling his obligations imposed by law, or those deriving from the General Data Protection Regulation.

Nubentech, in managing the application or service offered, does not carry out any verification, selection based on relevance, or evaluation, and assumes no responsibility, in relation to the content of any documents made available by users. Nubentech is not responsible for any damage resulting from the use, or non-use, of the application or service provided, and of the data conveyed through them, unless such damage is clearly derived from willful misconduct or gross negligence. Nubentech will never be responsible for indirect damages of any kind and nature. Without prejudice to the commitment in trying to guarantee the continuity of the application or service provided, Nubentec does not provide any guarantee and, within the limits established by the applicable legislation, will in no way be responsible for the hypothesis of delays, malfunctions, interruptions and / or suspension of access to data caused by: (A) incorrect use of the application or service provided by the user; (B) malfunctions of any type of the device used by the user; (C) total or partial interruptions, or in any case inefficiencies, of the services provided by telecommunications operators or by any other third party involved in data transmission; (D) maintenance operations performed by the entity in order to safeguard the efficiency and safety of the application and the service provided; (E) any other cause not attributable to Nubentech.

The application and the service offered are equipped with effective security measures and authentication procedures aimed at allowing access to data exclusively for the user entitled to access it. The user is required to effectively and scrupulously keep the authentication credentials necessary to access the service, not to communicate the aforementioned credentials to third parties, and to modify and update them periodically, assuming all responsibility in this regard. The user also accepts that should he proceed at his discretion, even through functions not provided for by the application, to export data outside the application by storing them on his mobile device, the security measures implemented in the application and in the service provided will no longer be effective to protect your data, which may be subject to the risk of unauthorized access by unauthorized parties. Equally, in the event of uninstalling the application, it will be essential to delete the data exported outside the application and / or stored on the device. The user assumes all responsibility in relation to the effective custody of his mobile device, the possible application of additional tools (such as access codes or biometric systems) aimed at preventing unauthorized access to the device itself, and accepts that Nubentech will not be in in no way, and in no case, responsible for any unauthorized access to their devices and in any case caused by inexperience in the management of the device and their authentication credentials. Equally Nubentech will in no case be responsible for any damage caused to the data due to the presence, on the user’s device, of malicious code (computer viruses, Trojan horses, worms, or other types of malware) and / or from the interaction with software. of third parties.

Interpretation exclusion of guarantees and exclusion of liability

If the exclusion of warranty and / or the limitation of liability referred to above cannot be effective as expressed, the law that comes closest to an absolute waiver of any civil liability in relation to the App will be applied, unless a warranty or assumption of responsibility does not accompany the license to use the App for a fee.

Errors in the system

The use of any device, software, or other recourse that interferes in the activities and operations of Nubentech and its App is not permitted. Any interference, attempt, or activity that violates, or contravenes the laws on intellectual property rights and / or the prohibitions stipulated in these Terms of Use, will make the person liable for relevant legal actions, aimed at compensating for any damage caused.

Nubentech is not responsible for any loss and / or damage to the User’s equipment caused by errors in the system, server or Internet.

Treatment of personal data

The Professional’s data collected through the App will be treated in accordance with the App’s privacy policy.

Patient data used by the Professional through the App are processed by Nubentech as Data Processor, pursuant to the provisions of art. 28 of the GDPR.

By accepting these Terms and Conditions, the user also accepts the Personal Data Processing Agreement with Nubentech Personal Data Processing Agreement at the following link.

Notifications

The Professional agrees to receive communications from Nubentech, or notifications relating to the service and the App, including any alterations to these Terms of Use and the Privacy Policy, to the e-mail address entered during the account registration procedure. .

Changes

Should it be necessary to update the App, Services or these Terms of Use, appropriate measures will be taken to inform you, consistent with the importance of the changes made. Continued access or use of the App or Services after the updates take effect imply acceptance of the most updated version of the content of the Terms of Use.

Partial invalidity

If any provision of the Terms and Conditions is deemed invalid or unenforceable, for any reason or to any extent, this invalidity or enforceability will have no effect on, nor will it render invalid or unenforceable, the remaining provisions of these Terms and Conditions and the application of this provision will be made to the maximum extent permitted by law.

Applicable law and jurisdiction

These Terms and Conditions and any relationship between the Parties deriving from them are governed by Italian law.

The Parties will undertake by all means to reach an amicable settlement of any disputes arising between them arising from the application of these Terms and Conditions. If it is not possible to reach an amicable solution, for any dispute that may arise between the Parties, the Court of Teramo is elected exclusively.

Last updated: May 2022