Ada Health’s Terms and Conditions - Covid-19 Screener

Last modified: March 30, 2020

1. Welcome to Ada Covid-19 Screener

1.1. The following terms and conditions (hereinafter referred to as “Terms and Conditions”) form part of the agreement between you and Ada Health GmbH (hereinafter referred to as “Ada” , “we”, “our” or “us”), the owner and operator of a platform giving you both the access and the right to share our Ada COVID-19 symptom assessment and screener (hereinafter the “Covid-19 Screener”). Our Covid-19 Screener offers a question flow, adapted by country level and/or international guidance, where and when available, to help the user assess the probability that he/she may be infected with SARS-CoV-2 (“Covid-19”).

1.2. The Covid-19 Screener is available to integrate into your website free of charge via a link (the “Covid-19 Link”) on our website www.ada.com (hereinafter called the “Website”).

PLEASE NOTE THAT THE COVID-19 SCREENER DOES NOT MAKE ANY MEDICAL DIAGNOSES. IT IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. THIS ASSESSMENT AIMS TO GUIDE THE USER TO THE RIGHT NEXT STEPS TO TAKE, BASED ON THE SEVERITY OF THE USER’S SYMPTOMS AND HIS/HER LOCATION. THE COVID-19 VIRUS IS A NEW DISEASE AND WE CONTINUE TO LEARN MORE EVERY DAY. IF THE USER THINKS HE/SHE MAY HAVE A LIFE-THREATENING EMERGENCY, HE/SHE SHALL IMMEDIATELY CALL HIS/HER DOCTOR OR DIAL THE EMERGENCY SERVICE LINE.

1.3. The Covid-19 Screener is operated by Ada Health GmbH, a company founded in Germany and registered with the Munich Local Court under the commercial register number 189710, with its registered office at Karl-Liebknecht-Straße 1, 10178 Berlin, Germany.

1.4. If you wish to contact us, please email our Customer Service team at hello@ada.com.

1.5. Your integration of the Covid-19 Screener requires you agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, you may neither copy nor utilize for any other purpose the Covid-19 Link nor integrate our Covid-19 Screen on your own website.

1.6. Contract languages are German and English.

2. The legal relationship between you and Ada

2.1. These Terms and Conditions apply to both the copying of the Covid-19 Link and the integration of the Covid-19 Screener thus enabling you to redirect your users to our Covid-19 Screener and further contains all relevant terms and conditions related to your copying and integration of the Covid-19 Link to our Covid-19 Screener. It is vitally important that you have read and understood the present Terms and Conditions before copying and integrating the Covid-19 Link that redirects your users from your own website, or by any other available means, to our Covid-19 Screener. If you have difficulty understanding any aspect of the Terms and Conditions, please contact our legal department at legal@ada.com.

2.2. You are expressly limited to only copying the Covid-19 Link to redirect your users to our Covid-19 Screener as integrated or otherwise made available on your website if, and only if, you consent to these Terms and Conditions.

2.3 By virtue of your copying the Covid-19 Link and subsequently integrating or otherwise making the Covid-19 Screener available on your website you represent and warrant to us that you understand these Terms and Conditions and you expressly consent to them.

3. Information we collect about the users

3.1. Protecting privacy and any data relating to our users (hereinafter referred to as “Personal Data”) is immensely important to us. For that reason, any of the user’s Personal Data generated by the use of the Covid-19 Screener will only be collected, stored and processed by us in compliance with the General Data Protection Regulation 2016/679 of April 27th, 2016 (“GDPR”). You can find more information in our Privacy Policy.

3.2. We are not responsible for how you process your users’ personal data and further explicitly disclaim any liability towards your users related to your process of their personal data. We are only responsible for the data we collect after your user went through our onboarding flow (e.g. when the user consented to our Privacy Policy, acknowledged our users’ Terms and Conditions, and consented to us processing his or her health data in order to provide him or her with an assessment and health advice).

3.3. We are data controller (as defined by GDPR) for the data we collect after your user went through our onboarding flow, and you explicitly accept and irrefutably acknowledge you neither have a claim to the user’s Personal Data we collect, nor are you entitled to receive such Personal Data.

4. The Covid-19 Screener

4.1. Please be aware that we provide the Covid-19 Screener solely for information and educational purposes only, in order to help contain the Covid-19 spread. It is not a medical consultation. The Covid-19 Screener is not a suitable substitute for medical advice obtained from the user’s doctor, general practitioner or other healthcare service provider.

4.2. The Covid-19 Screener does NOT provide diagnoses for medical conditions, nor does it prescribe how the user should treat any medical issues he/she may have.

4.3. We are NOT responsible for users’ individual decisions on whether to seek professional medical advice or not and further disclaim, to the greatest extent provided to us by law any liability related to such user’s action or inaction. Before a user can use the Covid-19 Screener, he or she must consent to both our general Terms and Conditions as well as our Privacy Policy.

4.4. Subject to Section 8.4 of these Terms and Conditions, you understand that Ada shall have no liability to you for any claim of special, indirect, incidental, or consequential damages suffered or incurred by the users in connection with the use of the Covid-19 Screener, except in cases of malicious intent or gross negligence. You are further not entitled to initiate any legal proceedings against us or seek to compel us to join you as a defendant in a pre-existing or threatened litigation stemming from your users’ use of the Covid-19 Screener.

5. Your right to integrate the Covid-19 Screener

5.1. The Covid-19 Screener and all materials and content contained therein are our property or the property of the persons who have granted us the applicable license, if any. We grant you the right to copy the Covid-19 Link and integrate the Covid-19 Screener into your website or otherwise make it available to your users, but only for the purposes of displaying the Covid-19 Screener to a larger audience. You must comply with all applicable privacy and other legal requirements in your jurisdiction at all times.

5.2. We grant you the right to: (i) copy the Covid-19 Link; and (ii) integrate (or otherwise make available) the Covid-19 Screener into your website. You are expressly prohibited from transferring these rights to anyone else, or to sell, attempt to sell or market the Covid-19 Screener for sale to anyone else. Your rights in this Section 5.2 does not preclude us from granting other persons the same or similar rights.

5.3. Your right to use the name “Ada” or any trademarks, logos, domain names or other characteristic trademarks whatsoever is limited to the scope defined in these Terms and Conditions.

5.4. In return for your warranty to comply with these Terms and Conditions, we grant you a limited, non-transferable, non-sublicensable, personalized, non-exclusive, revocable right to (i) copy the Covid-19 Link; and (ii) integrate (or otherwise make available) the Covid-19 Screener into your website as set out in these Terms and Conditions.

5.5. Unless (i) explicitly permitted in accordance with these Terms and Conditions, or (ii) unless permitted under mandatory copyright law where necessary in copying the Covid-19 Link and integrating (or making otherwise available) the Covid-19 Screener for your and/or (iii) indispensable to obtain the information necessary to achieve the interoperability with other programs, you undertake to refrain from the following:

  1. You agree not to replicate or copy the Covid-19 Screener, either in whole or in part,
  2. You agree not to sell attempt to sell or market the Covid-19 Screener for sale in whole or in part to anyone else,
  3. You agree not to modify the Covid-19 Screener, in whole or in part, in any way whatsoever.
  4. You warrant that you will not attempt to discover or access the source code of the Covid-19 Screener, in whole or in part, unless it has been expressly published by us and released into the public domain.

5.6. You are aware that we, and/or the persons who have granted us a license in this respect, are entitled to any confidential information, rights of use, of exploitation and of recovery – and any other intellectual property rights fully or partially existing – regarding the Covid-19 Screener.

5.7. You agree that we may use your company name and trademarks, on our Website, for reference purposes only when you copy the Covid-19 Link.

6. Your integration of the Covid-19 Link to our Covid-19 Screener

6.1. In addition to the other provisions in these Terms and Conditions, this section defines certain regulations relating to the use of the Covid-19 Screener (hereinafter referred to as “Regulations”).

6.2. The following is a list of activities that are prohibited in the context of integrating or making the Covid-19 Screener otherwise available to your users. You are prohibited to:

  1. Circumvent, disable, or otherwise manipulate any of the Covid-19 Screener’s security features or any features preventing or restricting the use or copying of the content that is available via the Covid-19 Screener,
  2. Send junk mail, spam or repeated messages,
  3. Act in any unlawful or illegal manner,
  4. Modify, interfere with, hack or disrupt the Covid-19 Screener, or to intercept messages,
  5. Misuse the Covid-19 Screener or to infiltrate it with viruses, trojans, worms, logic bombs or anything else that might harm the Covid-19 Screener or users using it,
  6. Extract data from the Covid-19 Screener except as permitted under these Terms and Conditions, and
  7. Integrate the link to our Covid-19 Screener on any abusive, threatening, obscene, misleading, untruthful, offensive or abusive website, or any other content platform that contains any form of non-consensual nudity or violence.

6.3. The non-compliance with the Regulations listed in paragraph 6.2 represents a material breach of these Terms and Conditions, and may result in us, in our sole and absolute discretion, initiating the following measures – either individually or in combination:

  1. The immediate, temporary suspension or permanent withdrawal of the right to integrate or make the Covid-19 Screener available to your users;
  2. A warning being sent to you; and
  3. Initiation of legal proceedings against you, including a claim for reimbursement of any costs and expenses incurred due to the breach of these Terms and Conditions (including reasonable administrative costs and legal fees).

6.4. The reaction to a breach of agreement committed by you is not limited to the actions described in the preceding paragraph 6.3, i.e. we are entitled to take any further action in accordance with these Terms and Conditions and/or statutory law.

7. Termination of our contractual relationship

7.1. Should you no longer agree to the Terms and Conditions, you can, at any time and in your sole and absolute discretion, cease sharing our Covid-19 Screener with your users.

7.2. You are entitled to remove our Covid-19 Screener at any time and in your sole and absolute discretion and to terminate any derivative agreement with Ada should you not agree with any proposed changes to these Terms and Conditions and/or the Covid-19 Screener.

7.3. The Covid-19 Screener is a free tool, available to everyone. We reserve the right to restrict access to the Covid-19 Screener at any time and without notice in our sole and absolute discretion.

7.4 Either party’s right to terminate the agreement for cause without notice remains unaffected. Cause that entitles us to terminate the agreement may be, in particular but not exclusively, your violation of the material contractual provisions (in particular paragraph 6.2) of these Terms and Conditions and if, due to external circumstances, it can be reasonably assumed that you are improperly integrating the Covid-19 Link and, therefore, improperly sharing our Covid-19 Screener.

8. Our offer

8.1. We grant you the right to: (i) copy the Covid-19 Link; and (ii) integrate (or otherwise make available) the Covid-19 Screener into your website, free of charge. All users visiting or otherwise accessing your website will be granted access to our Covid-19 Screener after and on the condition that they go through our onboarding flow (e.g. after they consent to both our Privacy Policy, and our general Terms and Conditions, as well as consenting to us processing their health data in order to provide them with an assessment and health advice).

8.2. Our Covid-19 Screener is not a substitute for professional medical advice, diagnosis or treatment. This assessment aims to guide users to the right next steps to take, based on the severity of their symptoms and location. The COVID-19 Coronavirus is a new disease and we continue to learn more every day. If a user thinks he/she may have a life-threatening emergency, he/she shall immediately call his/her doctor or dial the emergency service line.

8.3. Due to the nature of the internet and the given technology, we are unable to promise that users will be able to use our Covid-19 Screener at all times without any interruption and without delay or faults, and that the Covis-19 Screener will at all times meet their expectations. We can therefore assume no obligation with respect to the performance or availability of the Covid-19 Link to the Covid-19 Screener as described in these Terms and Conditions. We expressly exclude any strict liability that may be applied by enforcement of law due to defects of the Covid-19 Screener existing at the time the agreement on the use of the Covid-19 Screener between you and us was concluded.

8.4. Should you or one of the users accessing the Covid-19 Screener through your website or by any other means made available by you incur any damage through the use of the Covid-19 Screener, we may only be held liable for malicious intent and gross negligence. We may not be held liable for violation by simple negligence of any obligations other than those specified in the preceding sentences. The foregoing exclusions of liability do not apply to violations causing death or personal injury and any liability under the German Product Liability Act.

9. Third-party services

9.1. If, and to the extent that, our Covid-19 Screener contains links to other websites or resources operated by third parties, these links are to be deemed as being provided for your information and the users’ information only.

9.2. We are unable to influence the content of such websites or resources provided by third parties, and we may not be held liable for the content of information or websites linked included in frames. We may not be held liable for any financial or physical damages that you or the users may incur as a result of, or in connection with, the use of such websites or resources.

10. Covid-19 Screener updates

10.1. We are constantly updating and improving the Covid-19 Screener by adapting the question flow according to international guidance and recommendations and, when and where available, national guidelines.

10.2. We reserve the right to change a specific aspect of the Covid-19 Screener, reset and suspend the service or support for that Covid-19 Screener. These changes may affect the availability of the link you incorporated into your website or by any other available means. Changes may include the removal, modification or reset of the Covid-19 Screener.

11. Changes to these Terms and Conditions

11.1. We have the right to amend, adapt or supplement the present Terms and Conditions from time to time.

11.2. Any changes to these Terms and Conditions will usually be the result of new features being added to the Covid-19 Screener, or of changes in the legislation or applicable Regulations.

11.3. We will post a notice (hereinafter the “Notice”) on our Website of any changes or additions to these Terms and Conditions at least 30 calendar days before any changes or additions to these Terms and Conditions take effect. It is your responsibility to check our website for any such Notices. If you do not object within 30 days of the Notice being posted to our Website, such changes and additions will be regarded as effective and agreed upon from the deadline onward. We will inform you of your right to object and the consequences of the objection in our notice of changes to the Terms and Conditions. If, in the event of your objection to the amendment within the agreed timeframe, it is legally, economically or technically unreasonable for us to continue servicing the Covid-19 Link supporting our Covid-19 Screener on your website, we are entitled to terminate the agreement no earlier than the effective date of the amendment as set forth in the notification. Any other right of termination remains unaffected.

12. Documents governing the contractual relationship between you and us

The current version of the Terms and Conditions includes all provisions governing the contractual relationship between you and us.

13. Applicable legislation and jurisdiction

13.1. Our headquarters are located in Germany. The agreement concluded on the basis of these Terms and Conditions is subject to the laws of the Federal Republic of Germany.

13.2. The courts in Berlin – Charlottenburg, Germany have the exclusive jurisdiction to settle any disputes arising in connection with, or as a result of, your use of either the Covid-19 Link or the Covid-19 Screener.

14. Miscellaneous

14.1. Should you provide us with an email address, you consent to us communicating with you by electronic means (such as by email or other form of text as defined in § 126b of the German Civil Code).

14.2. The failure to enforce our rights under these Terms and Conditions is in no way a waiver of such rights.

14.3. Should any provision in these Terms and Conditions be or become void or unenforceable, the effectiveness of the remaining provisions will remain unaffected.

14.4. Only the contracting party itself has the right to enforce contractual provisions.

15. Contact

15.1. If you would like to contact us in regard to the present Terms and Conditions or any other document mentioned in them, please email us at legal@ada.com.