HEALTH PROFFESSIONALS MEMBERSHIP AGREEMENT
1. PARTIES
This agreement is entered into between, on one hand LİVEMEDY SAĞLIK PLATFORMU A.Ş. , located at "Maslak Mah. Maslak Meydan Sok. Beybi Giz Plaza A Blok No:1/99 Sarıyer/ İstanbul" (Hereinafter referred to as "LIVEMEDY") (email: [email protected]), and on the other hand, the individual HEALTH PROFFESSIONALS (Hereinafter referred to as "HEALTH PROFFESSIONALS") who has become a member by entering the necessary information accurately into the mobile application and/or website provided by LIVEMEDY for its infrastructure.
2. DEFINITIONS
2.1. Infrastructure: A remote health information system developed by LIVEMEDY, bringing together Users and Healthcare Professionals, including Veterinerians, Psychologists, Dietetians, Auxiliary Health Professionals, and Health Professionals, through the mobile application and/or the Site.
2.2. User: Real individuals, such as patients or clients, entering the Infrastructure by becoming a member through LIVEMEDY.
2.3. Payment Infrastructure: Each and all of the payment methods offered by licensed third-party financial institutions that can be integrated into the Infrastructure provided by LIVEMEDY and enable payment to be received from the User. The terms and conditions regarding the use of Payment Infrastructures are determined by the relevant Payment Infrastructure.
2.4. Site: The website with www.LIVEMEDY.com extension.
2.5. Third-Party Services: Payment Infrastructure, e-prescription, e-diagnosis, e-report, e-referral services offered by third parties other than LIVEMEDY integrated into the Infrastructure provided by LIVEMEDY, including all products, integrations, services and applications.
2.6. Third-Party Service Providers: Service providers that offer Third-Party Services, with whom LIVEMEDY does not have a direct agreement but can provide access to LIVEMEDY and offer services to users ,through methods such as API. such as virtual POS, POS, e-prescription, e-diagnosis, e-report, e-referral, etc.
2.7. Remote Health Information System: Service Providers which offers third party services, although not having a direct agreement with LIVEMEDY, allows access to their platforms and enables users to utilize services such as virtual POS, POS, e-prescription, e-diagnosis, e-report, e-referral etc, through methods such as API.
2.8. Health Professionals: Medical doctors and dentists whom are provided by LIVEMEDY through the Infrastructure, offering pre-consultation services, making diagnoses, expressing opinions, and preparing e-prescriptions and e-reports.
2.9. Auxiliary Health Professionals: Experts in their fields ( such as doula, speech therapist, physiotherapist, nurse, etc.) who provide supportive and complementary services to the health services provided by Health Professionals, through the Infrastructure Provided by LIVEMEDY.
2.10. Ministry of Health: The ministry responsible for health affairs, operating under the Presidency of the Republic of Turkey within the scope of the laws of the Republic of Turkey.
3. PURPOSE, SUBJECT, AND SCOPE
3.1. LIVEMEDY HEALTH PROFFESSIONALS MEMBERSHIP AGREEMENT ("MEMBERSHIP AGREEMENT"), regulates the conditions to be followed by the HEALTH PROFFESSIONALS when becoming a member by accessing the mobile application and website operated by LIVEMEDY and providing services to users who are members of the Infrastructure provided by LIVEMEDY.
3.2. By completing the membership registration on the mobile application or website owned by LIVEMEDY, the HEALTH PROFFESSIONALS commits to having read, understood, and unconditionally accepted this MEMBERSHIP AGREEMENT and undertakes not to raise any objections or defenses regarding these matters. If the HEALTH PROFFESSIONALS does not accept any of the terms in the MEMBERSHIP AGREEMENT, the HEALTH PROFFESSIONALS must terminate the membership registration on the mobile application or website owned by LIVEMEDY and should not benefit from services related to the membership. If the HEALTH PROFFESSIONALS completes the membership registration despite not accepting any of the terms in the MEMBERSHIP AGREEMENT, all responsibility lies with the HEALTH PROFFESSIONALS.
3.3. The HEALTH PROFFESSIONALS acknowledges, declares, and undertakes that any content published by LIVEMEDY on the mobile application or website owned by LIVEMEDY and directed to the HEALTH PROFFESSIONALS will be within the scope of the MEMBERSHIP AGREEMENT, and by accepting the MEMBERSHIP AGREEMENT, the HEALTH PROFFESSIONALS is considered to have accepted such content.
3.4. The relevant Clarification text on the Porcessing of Personal Data For Users approved by the HEALTH PROFFESSIONALS for the use of the Infrastructure provided by LIVEMEDY constitute an integral part of this agreement and together form the entirety of the rights and obligations of the Parties.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. No provision in the MEMBERSHIP AGREEMENT grants LIVEMEDY the authority to become a representative or business partner of the HEALTH PROFFESSIONALS, to make commitments on behalf of or binding the HEALTH PROFFESSIONALS, or similar powers. HEALTH PROFFESSIONALS using LIVEMEDY's infrastructure does not provide examination or treatment services, write prescriptions, or have similar purposes.
4.2. LIVEMEDY reserves the right to remove, reorganize, discontinue, or modify its platform provided to the HEALTH PROFFESSIONALS through the mobile application and website at any time and in any manner without notifying the HEALTH PROFFESSIONALS for reasons such as updates or others. LIVEMEDY also has the right to restrict or entirely block access to the mobile application and website. The HEALTH PROFFESSIONALS acknowledges and agrees that they will not make any claims against LIVEMEDY due to the partial or complete restriction or blocking of access to the mobile application and website.
4.3. Changes made by LIVEMEDY on its mobile application or website will be effective from the moment of publication, and the HEALTH PROFFESSIONALS accepts each published change during their first visit after the change. Any changes to be made in this MEMBERSHIP AGREEMENT will be notified to the HEALTH PROFFESSIONALS.
4.4. LIVEMEDY may cooperate with various institutions and organizations through methods such as advertising, sponsorship, or data sharing in order to enhance the effective use of the services it offers through its mobile application and website such as meeting with HEALTH PROFFESSIONALS, receiving advice, or getting second opinions from HEALTH PROFFESSIONALSS. Such cooperations will comply with relevant regulations and the MEMBERSHIP AGREEMENT. The HEALTH PROFFESSIONALS accepts, declares, and undertakes that they will not make any claims for a share, commission, etc., from the income obtained from such cooperations with LIVEMEDY.
4.5. LIVEMEDY is an online platform that brings Users and HEALTH PROFFESSIONALSS together, and the purpose of both the mobile application and the website is to inform Users quickly and safely about the issues they are curious about about their health, by the HEALTH PROFFESSIONALS. In this context, LIVEMEDY as a platform for HEALTH PROFFESSIONALS services is an informative platform and does not aim for diagnosis or treatment. The HEALTH PROFFESSIONALS agrees, declares, and undertakes that in the consultations with Users, they will provide advice as a second opinion, and it does not constitute a medical examination, diagnosis, or treatment. The HEALTH PROFFESSIONALS further agrees not to provide information about stopping or altering treatment or issuing prescriptions based on the information received from the user.
4.6. The HEALTH PROFFESSIONALS agrees, declares, and undertakes that their membership in LIVEMEDY’s platform is not for diagnostic or treatment purposes; it is an information, advice, and consultancy service with the aim of making efforts towards a specific result, not achieving a specific result, and that LIVEMEDY cannot be held responsible for the opinions and information provided by the HEALTH PROFFESSIONALS.
4.7. The HEALTH PROFFESSIONALS accepts, declares and undertakes the responsibility for the accuracy of the personal information provided during membership, diplomas, and other academic achievement documents, and documents proving the authorization and permission to practice. In case of providing misleading, false, or incorrect information to LIVEMEDY or Users and hiding information and documents that should be provided in a similar manner, regardless of whether any damage has occurred within LIVEMEDY, LIVEMEDY has the right to terminate the contract and block the HEALTH PROFFESSIONALS's access to the site. However, if such an issue is detected by LIVEMEDY, the HEALTH PROFFESSIONALS accepts, declares, and undertakes to pay LIVEMEDY a penalty of 50,000 TL, without claiming that this penalty is excessive.
4.8. If it is determined that personal information, diplomas, and other academic achievement documents, and documents proving the authorization to practice are incomplete, fake, and/or misleading by LIVEMEDY, LIVEMEDY will immediately report the situation to the Ministry of Health and/or other relevant authorities.
4.9. The HEALTH PROFFESSIONALS agrees, declares, and undertakes not to violate the rights of Users and third parties during the use of the Infrastructure, and not to engage in actions such as insults, defamation, and similar contrary actions.
4.10. The HEALTH PROFFESSIONALS agrees, declares, and undertakes to provide services to Users through the platform at the consultancy fee determined by them and cannot receive any payment without issuing an invoice for the relevant service. The HEALTH PROFFESSIONALS acknowledges that an invoice is cannot be issued when services are not provided, and advances, refunds, offsets, and transfers cannot be requested.
4.11. The HEALTH PROFFESSIONALS is solely responsible for accessing LIVEMEDY's mobile application or Website and registering for membership. HEALTH PROFFESSIONALS cannot transfer the exclusive right to registration and service to third parties in any way. The HEALTH PROFFESSIONALS accepts, declares, and undertakes the responsibility of any use of their access information by a third party and the consequences thereof, that the transactions performed using this information are binding and that it is a crime under Turkish law and related legislation, and accepted the criminal liability.
4.12. If LIVEMEDY detects any behavior or malicious behavior of the HEALTH PROFFESSIONALS contrary to the MEMBERSHIP AGREEMENT and/or the relevant legislation, LIVEMEDY has the right to block the HEALTH PROFFESSIONALS's access to the mobile application and website using various methods. The HEALTH PROFFESSIONALS is responsible for any damage arising from the violation of the MEMBERSHIP AGREEMENT or relevant legislation.
4.13. In the event of temporary or permanent cancellation of membership due to a behavior involving a violation, the HEALTH PROFFESSIONALS accepts, declares, and undertakes not to make any claims against LIVEMEDY.
4.14. The HEALTH PROFFESSIONALS accepts that any information shared for any reason through LIVEMEDY's mobile application or website will be accurate, complete, and up-to-date information. LIVEMEDY is not obligated to investigate the accuracy, security, and legality of the information and content provided, modified, and supplied by the User or the application, nor can it be held responsible for any damage that may arise from the incorrect or faulty nature of this information and content.
4.15. The HEALTH PROFFESSIONALS can have only one account for the services provided to Users through LIVEMEDY's mobile application or website. If LIVEMEDY detects the existence of two or more accounts belonging to the same HEALTH PROFFESSIONALS, the HEALTH PROFFESSIONALS's access to LIVEMEDY's mobile application or website can be blocked through all their accounts.
4.16. The HEALTH PROFFESSIONALS accepts, declares, and undertakes that they will determine the time of the meeting with Users, the duration of the meeting, and the counseling fee requested for the meeting.
4.17. The HEALTH PROFFESSIONALS accepts and confirms that the Value Added Tax determined in accordance with the KDV Law No. 3065 is included in the counseling fee that is determined.
4.18. The HEALTH PROFFESSIONALS accepts and confirms that LIVEMEDY will deduct 20% from the total counseling fee that the HEALTH PROFFESSIONALS will earn for the services they provide through the platform as a service fee, and this deduction rate can be unilaterally changed by LIVEMEDY.
4.19. The HEALTH PROFFESSIONALS accepts, declares, and undertakes the responsibility of any and all corporate tax, income tax, withholding tax, and similar tax liabilities arising from the payments to be made to them due to the counseling services provided through the platform.
4.20. The HEALTH PROFFESSIONALS accepts and confirms that if they are more than 5 minutes late for their scheduled appointment through LIVEMEDY, the appointment will be automatically canceled, and no fee will be paid to them.
4.21. The HEALTH PROFFESSIONALS accepts, declares, and undertakes that the appointment can be canceled by the User up to 60 minutes before the appointment, and in this case, no fee will be paid to them.
4.22. The HEALTH PROFFESSIONALS accepts and agrees that they will have the right to provide feedback only to be shared with LIVEMEDY and viewed by LIVEMEDY after each meeting conducted through LIVEMEDY's mobile application or website.
4.23. The HEALTH PROFFESSIONALS accepts, declares, and undertakes that they cannot reject a received appointment in accordance with the scheduled meeting time but can cancel it by stating a reason until 1 hour before the meeting. A HEALTH PROFFESSIONALS who does not attend more than three appointments that have not been canceled by the User or the HEALTH PROFFESSIONALS may be blocked from accessing LIVEMEDY's mobile application or website through all accounts.
4.24. The HEALTH PROFFESSIONALS accepts, declares, and undertakes that if the User is not satisfied during the meeting, they can leave the meeting immediately before the end of the specified consultation period without waiting until the end of the specified time for the meeting. If the User ends the meeting or the meeting ends before the total designated time for the meeting, the User may be charged a lower fee according to the specified counseling fee, and the HEALTH PROFFESSIONALS will issue an invoice based on the final amount in the same way.
5. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
5.1. All written, verbal, visual information, documents, drawings, graphics, models, logos, databases, site design, and similar materials published on the mobile application and/or website owned by LIVEMEDY (www.livemedy.com), as well as the shares made through the mobile application and website (including all financial and moral rights related to intellectual and industrial property rights arising from the relevant legislation, and the authority to use and transfer these rights to third parties both domestically and internationally, and the industrial property rights arising from or to arise from them) belong to LIVEMEDY and are protected under the relevant legislation concerning intellectual and industrial property rights.
5.2. Without the prior written permission of LIVEMEDY, HEALTH PROFFESSIONALS cannot partially or entirely copy, share, reproduce, use, modify, publish new content, or store for future use any content published through the mobile application and/or website. Any liability that may arise due to such illegal behavior belongs to the HEALTH PROFFESSIONALS. HEALTH PROFFESSIONALS accepts, declares and undertakes to pay the damages that LIVEMEDY may incur due to such reasons upon LIVEMEDY's first request.
5.3. The use of services provided through LIVEMEDY's mobile application and/or website does not grant HEALTH PROFFESSIONALS any intellectual or industrial property ownership rights over any content on the mobile application and/or website owned by LIVEMEDY. HEALTH PROFFESSIONALS will never claim any rights over the content published through LIVEMEDY's mobile application and/or website and related to intellectual and industrial property rights.
6. PRIVACY AND PERSONAL INFORMATION
6.1. LIVEMEDY may process personal data shared through the mobile application and/or website in accordance with the provisions of the Clarification Text On The Processing of Personal Data For Users, for the purposes of LIVEMEDY's service goals.
6.2. Payment method information requested from the HEALTH PROFFESSIONALS is encrypted with AES or equivalent technology to ensure the highest level of transaction security. This encryption prevents unauthorized persons or organizations from obtaining this information during its circulation on the internet, ensuring that all payment transactions take place securely between the payment institution and your computer through a secure interface.
6.3. LIVEMEDY may share the personal information it obtains with third parties with whom it cooperates on promotion and similar matters, in order to provide better service by improving the LIVEMEDY experience, expanding and improving its content, in an anonymised manner only for statistical purposes, in a way that individuals cannot be identified and within confidentiality conditions. Personal information shared with third parties is protected under their own privacy policies that these parties undertake to provide.
6.4. Personal information may be disclosed by LIVEMEDY to official authorities in cases where it is requested in accordance with the law or where LIVEMEDY is obliged to make disclosures to official authorities under the current legislation.
7. PAYMENT TERMS
At the end of each month, the service fee specified in Article 4.17 of this contract, corresponding to all services provided by the HEALTH PROFFESSIONALS in the respective month, is deducted from the amount collected by LIVEMEDY. The remaining amount is notified to the HEALTH PROFFESSIONALS by LIVEMEDY and an invoice is requested within 3 business days following the notification. Within 3 business days after the issued invoice reaches LIVEMEDY, payment is made by LIVEMEDY to the bank account specified in the invoice.
8. TERMINATION AND EXPIRATION
8.1. LIVEMEDY and the HEALTH PROFFESSIONALS may terminate the agreement unilaterally at any time without any compensation.
8.2. The HEALTH PROFFESSIONALS will be deemed to have unilaterally terminated this agreement by sending an account closure notification through the infrastructure provided by LIVEMEDY. The closure of the account will result in the termination of the agreement going forward.
8.3. Termination of the agreement will not eliminate the rights and obligations of the Parties that have arisen until the termination date. Upon termination, the HEALTH PROFFESSIONALS will no longer be able to use the infrastructure provided by LIVEMEDY.
8.4. The HEALTH PROFFESSIONALS accepts, declares, and undertakes that during the membership period, they cannot transfer this agreement under any circumstances and will be subject to the contents, services, rules, conditions, and fees.
9. LIMITATION OF LIABILITY
9.1. While LIVEMEDY endeavors to ensure that the content provided through the mobile application and/or website is as accurate, complete, and up-to-date as possible, it does not make any commitment in this regard. LIVEMEDY will not be responsible for any situation that may arise due to such reasons.
9.2. LIVEMEDY does not guarantee that it is free of technical errors, viruses, or similar harmful elements, and therefore, it does not warrant that it will not cause any disruptions.
9.3. LIVEMEDY may include links, redirects, or references to third-party websites, such as advertisements, which are not connected to LIVEMEDY and are managed by third parties. LIVEMEDY does not exercise any control over the information, products, and services on third-party websites to which redirection occurs. The content on third-party websites, including privacy policies and practices that differ from those of LIVEMEDY, is solely the responsibility of the relevant third parties and LIVEMEDY cannot be held responsible for the mentioned content.
10. MISCELLANEOUS PROVISIONS
10.1 Assignment and Transfer: HEALTH PROFFESSIONALS shall not assign, transfer, pledge, or authorize any third party or parties to perform the essential obligations of this Agreement, either in whole or in part. In the event of a violation of this provision by HEALTH PROFFESSIONALS, LIVEMEDY has the unilateral right to terminate the Agreement immediately.
LIVEMEDY may assign, transfer, pledge, or authorize any third party or parties to perform the essential obligations of this Agreement, either in whole or in part, at its discretion. In cases where specialized expertise or advanced technical knowledge is required, LIVEMEDY may collaborate with professional individuals or organizations.
10.2 Waiver of Rights: During the implementation of this Agreement;
-The parties waiver of any one or more of the rights granted to them by the Agreement,
- Or their tolerant behavior regarding these rights;
- The fact that the rights arising from this agreement are not partially or completely used or cannot be used does not mean that these rights have been waived.
-Granting the counterparty additional time beyond what is specified in the Agreement shall not be deemed a waiver of other rights and shall not damage, affect, or restrict other rights.
10.3 Invalidation of a Part of the Contract: If any one or more provisions or clauses of this Agreement are invalidated in whole or in part by legislative or judicial action or for any other reason, the remaining provisions and clauses of the Agreement shall not lose their validity for the Parties. Invalid provisions, situations in which the Agreement will not be concluded and will exist are separate and reserved.
10.4 Amendments: LIVEMEDY reserves the right to change the agreement at any time. At LIVEMEDY's discretion, changes made to the Agreement will constitute an effective notice to the HEALTH PROFFESSIONALS through a notification on the site.
10.5 Evidence: In disputes arising from this Agreement, the electronic and system records, image records, commercial records, ledger records, microfilm, microfiche, email correspondence, and computer records kept in the Parties databases shall constitute valid, binding, conclusive, and exclusive evidence. This provision has the nature of a evidentiary contract within the meaning of Article 193 of the Code of Procedure.
10.6 Communication Channel: HEALTH PROFFESSIONALS agrees that LIVEMEDY may contact it through the communication information provided via the LIVEMEDY mobile application and/or website. Any notification made by the Parties to each other through these communication channels shall be considered as written notification. If there is any change in the communication information provided, HEALTH PROFFESSIONALS is responsible for promptly updating it through LIVEMEDY's mobile application and/or website; otherwise, agrees notifications and communications made by LIVEMEDY will be deemed valid under Section 11.6.
10.7 Previous Agreements: This Agreement regulates the entire relationship between the Parties and supersedes all previous agreements on the same subject matter entered into by the Parties.
10.8 Contracts with Third Parties: HEALTH PROFFESSIONALS declares, accepts, and undertakes that there are no previous agreements or protocols with third parties related to the provision of the Services covered by the Agreement or that would hinder the conclusion and performance of the Agreement. HEALTH PROFFESSIONALS further acknowledges that this Agreement does not conflict with other agreements with individuals or institutions and that it does not contain provisions contrary to this Agreement. In case of any inconsistency, HEALTH PROFFESSIONALS accepts responsibility for any damage, loss, compensation, or penalty that may arise due to such inconsistency without the right of recourse.
11. APPLICABLE LAW AND JURISDICTION
Any disputes arising from the implementation of this agreement will be subject to the laws of the Republic of Turkey, and the Central (Çağlayan) and Ankara Courts and Enforcement Offices will have jurisdiction.
12. CONTACT INFORMATION
The HEALTH PROFFESSIONALS agrees to allow LIVEMEDY to communicate with the HEALTH PROFFESSIONALS using the contact information shared by the HEALTH PROFFESSIONALS through the LIVEMEDY mobile application and/or website. The HEALTH PROFFESSIONALS is responsible for updating any changes to the shared contact information through the LIVEMEDY mobile application and/or website. In the event of any changes, failure to provide the necessary updates will result in the acceptance of notifications and communications made by LIVEMEDY.
13. EFFECTIVENESS
This Agreement shall enter into force as of the date it is approved through www.LIVEMEDY.com.
14. INTEGRITY OF THE AGREEMENT
14.1 The fact that LIVEMEDY partially or entirely fails to exercise its rights under the MEMBERSHIP AGREEMENT or refrains from exercising them does not imply a waiver of LIVEMEDY's rights.
14.2 The HEALTH PROFFESSIONALS declares, accepts, and undertakes that he/she has read, understood, and agreed to all the provisions contained in this agreement, and confirms the accuracy of the information provided regarding himself/herself.
14.3 A copy of the Agreement can be viewed on www.LIVEMEDY.com.