Effective date: February 1, 2021

General conditions

The present document of the General Terms and Conditions of Use (hereinafter “Terms and Conditions”) sets forth the terms and conditions for access to and use of the web site https://www.prosperia.health, mobile applications, products, software, or other services (hereinafter referred to as the “Platform or Other Services”) property of PROSPERiA HEALTH, SA DE C. V. (hereinafter referred to as “PROSPERiA”), with registered office in Avenida Álvaro Obregón, 213, 1st Floor, office 4, Col. Roma Norte, Cuauhtémoc, C. P. 06700, Mexico City.

PROSPERiA provides to users of its Platform or Other Services in the e-mail address info@prosperia.health so they can address any questions you may have about these Terms and Conditions.

For the purposes of these Terms and Conditions, it means that the user is the person who accesses, navigates, uses or participates in the services of PROSPERiA, in accordance with the provisions below.

Acceptance of Terms and Conditions

The user acknowledges that by clicking on the corresponding section to the acceptance of the present Terms and Conditions, as well as when you decide to use the services or software PROSPERiA, he expressly agree.

PROSPERiA reserves the right to add to or modify the Terms and Conditions at any time and from time to time. In the case of PROSPERiA make a substantial change in the Terms and Conditions, they will inform the user via the same Platform. We recommend that you go visit this page periodically to stay aware of any changes to this document. All amendments will take effect at the time they are published on the Platform. By continuing to access or use the services after the changes to the Terms and Conditions are in effect, you agree expressly to be bound by the Terms and Conditions revised and updated. If any change is unacceptable to you, you may terminate your use of the Platform or Other Services. Any person who does not accept these Terms and Conditions, you must refrain from using the Platform or Other Services and/or the services of PROSPERiA.

Any breach to these Terms and Conditions of Services empowers PROSPERiA to terminate any relationship with the user immediately, without liability of any kind in charge of PROSPERiA and without the need of requirement, judicial or extrajudicial.

By accepting these Terms and Conditions, the user declares that he is a person of legal age and that you have the right, authority and capacity to consent to these Terms and Conditions and to comply with the same. May be users of the Platform or Other Services are all natural or legal persons, irrespective of their nationality or country of residence. In the event the user is a legal person, the procurement of the services, the use of the platform and the acceptance of these Terms and Conditions must be made through its legal representative, with sufficient powers to hire.

Use of services PROSPERiA and restrictions

1. Use of the services

To use the services of PROSPERiA, the user will be able to access personally to the platforms of PROSPERiA through any of the links to URLs that are generated for that purpose, or with the support of an operator assigned in the access points agreed between PROSPERiA and its business partners, where you can select the service that you want. To move forward with such a request, the user must provide their name, surname, date of birth, and other information depending on the service selected. Additionally, in some services, the user must provide their email or cell number if you would like to be sent the results obtained from the platforms by either of these two means of contact.

The services provided by PROSPERiA must be used according to the indications for use and accessible to the users, which are pointed out at the time of the election of the services.

2. Extent of use of the Platform and Services of PROSPERiA

The services provided by PROSPERiA and accessible to the user through the Platform or Other Services include perform complementary analysis and classification auxiliary medical imaging, and assessment of risk for the development of specific pathologies.

3. Explanation of use of services:

• Analysis: choosing this service, the user must provide the requested information, including personal data (name, surname) as well as to provide a photograph(s) of the fundus of the eye to color, acquired with a digital camera fundus photograph the interior surface of the eye, including the retina, the optic nerve, macula, the posterior pole and blood vessels.

• Classification of medical images: once we have received the information by the user, PROSPERiA will proceed to carry out the qualification of the medical images and to perform risk assessments for the development of specific pathologies, including: (pathologies).

• Delivery of outcomes: after completion of the classification of medical images and the risk assessments, PROSPERiA be sent to the user the results to the e-mail and/or cell to indicate for such effects.

4. Notification of use of artificial intelligence

Some of the services provided by PROSPERiA have been developed using techniques of artificial intelligence. Specifically (i) the models of risk for diabetes, hypertension COVID-19 and visual impairment by diabetes or hypertension integrated into the risk Calculator, and (ii) the algorithms of image analysis of retinal built-in Retinia, use computer algorithms based on artificial intelligence that enable the automated analysis of information self-declared or images, respectively. To learn more about how it was applied and validated artificial intelligence in our products, please consult the publications page.

5. Restrictions

Under no circumstances, the information and results provided through our Platform or Other Services, shall be construed as a medical diagnosis, nor should it be used for the suspension or choice of pharmacological treatments, or for the indication of medical procedures. The user is responsible for the use that is given to what has been obtained by the use of the Platform or Other Services.

The analysis carried out through our Platform or Other Services, not replace, other clinical examinations, biochemical tests or medical examinations.

The user expressly agrees to assume all risk from the use of the Platform or Other Services. The services of PROSPERiA, the contents and information provided through the Platform, are provided as shown and subject to availability. The user declares that you understand and agree that any content and/or information obtained through the use of the Platform or Other Services will be at your own risk and the user shall be solely liable for any damages of any nature that may be due to the lack of veracity, accuracy, completeness and/or timeliness of the content. The advice and recommendations of PROSPERiA is based on the truthfulness and accuracy of the information provided by the user. Accordingly, PROSPERiA is not responsible for the lack of veracity, accuracy and completeness of the contents due to failure of the user to facilitate accurate and truthful information through the Platform or Other Services.

By signing these Terms and Conditions, the users are notified about the scope of services of PROSPERiA, which is confined and limited to perform complementary analysis and classification auxiliary medical imaging, and assessment of risk for the development of specific pathologies.

6. Notice of Privacy and Protection of Personal Data

In PROSPERiA , we are convinced that the main asset is our customers and users. The protection of your information is our top priority, so that the collect about you through the use, application, and maintenance of high technical security measures, physical, and administrative.

As our customer and user, you have the opportunity to use our services, knowing that your personal data will be protected and will be treated in a responsible manner and in accordance with the Federal Law of Protection of Personal Data in Possession of Individuals (hereinafter, the “Act”).

Read our Privacy notice so you know how we use and protect your personal data and how you have and can exercise control over them. If you have questions about the handling of your data or wish to make a complaint, request or query, please send an e-mail to PROSPERiA to info@prosperia.health.

7. Obligations of the User

All the information that users provide through the Platform or Other Services must be truthful. For these purposes, users declare and guarantee the authenticity of all data communicated as a result of the completion of the forms and services of PROSPERiA.

Users must provide information to PROSPERiA of the headlines, avoiding the infringement of third party rights, in particular rights of intellectual or industrial property and image rights. In the event that users fail to comply with this obligation, shall be liable to third parties for the damages caused, hold harmless, at all times to PROSPERiA.

The users are obliged to comply with the applicable law and the rights of others to use the content and services of the Platform or Other Services. Users also agree to use the Platform or Other Services in accordance with the present Terms and Conditions, the good market practices and public order.

For purposes of illustration and not limitation, the users agree not to perform the following actions:

i. Providing false information, disparaging, slanderous, libelous, or that affect the rights to honour, privacy and self-image of third parties.

ii. Blocking, overwriting, modifying or copying the contents of the Platform or Other Services, unless this is necessary for the proper use of the services of PROSPERiA;

iii. Any action likely to damage the functionality of the infrastructure of the Website or Other Services, especially overloading.

iv. To use any of the materials and information contained on the Platform or Other Services for illicit purposes is expressly prohibited by these Terms and Conditions, or which are contrary to the rights and interests of PROSPERiA and users of the Website or Other Services and/or third parties.

v. Users will be responsible in case of breach of the present Terms and Conditions and behaviors that may damage, render useless, overload, deteriorate or prevent the normal use of the Website or Other Services.

vi. Use devices, computer programs, software, or anything else that could interfere with, or affect, both in the features, activities or operations of the Platform, as well as on the basis of data and information contained in it.

vii. Accessing or attempting to access restricted resources or not authorized within the Web Page or Other Services.

viii. Use the Website for any purpose that is unlawful, illegal, contrary to what is established in this instrument, harmful to the rights or interests of third parties.

ix. Introduce, disseminate or to perform any act attempts to distribute computer viruses or other physical or logical systems that are capable of causing damage in the systems of PROSPERiA, its suppliers, or any third party

x. Perform or attempt to reverse engineer, decompile or do a reverse compile, disassemble, list, print, or display the software, firmware, middleware or any other part of the source code or compiled that integrates the Platform or Other Services.

PROSPERiA may deny or withdraw the access to the Platform or Other Services to users who violate these Terms and Conditions, without prior notice. Users who violate these Terms and Conditions shall be responsible for all damages and losses arising out of their performance. In the event that a user is suspended from the Platform for breaking, acted in contravention of these Terms and Conditions, and/or done a misuse of the Platform or Other Services, the suspension of the service shall be irrevocable.

8. Use and ownership of the Platform or Other Services

To be able to access the Platform or Other Services, whose ownership corresponds to PROSPERiA and are protected by the Federal Law of Copyright, it must meet the following technical conditions:

i. Internet access

The user must have access to the internet and have a web browser installed, which can be any of the following: Firefox and Chrome

ii. Technical Specifications

The user must have with any other technical requirement necessary for the proper performance of particular services (for example, a camera of the fundus of the eye with 45° viewing angle, and sensor 5-Mpi) for use with the software Retinia. In the event that the user does not have specific requirements with respect to a particular service, PROSPERiA will not be responsible to provide this service, as this result will be impossible to benefit by not having all the necessary elements to do so.

iii. Mobile Applications

In the case of mobile applications, install the application on a device with Android operating system. PROSPERiA does not warrant that the Platform or Other Services, work on all devices. The user is also responsible to enable and run the necessary updates in both your device and the Platform itself, for the proper functioning of the Platform or Other Services.

9. Limitation of Liability and Continuity of the Platform or Other Services

PROSPERiA keep the Platform and its Services, reasonably correct and up to date, taking the security controls in its sole discretion deems necessary, always looking for the safety of the user. You cannot, however, ensure that the systems and content of these without errors, defects, malware and/or viruses, so that PROSPERiA not responsible for any damage or loss suffered by the user as a consequence, for such faults or errors. Also, any item that will be downloaded by the user via the Website or Other Services, will be at your own discretion and risk, and therefore PROSPERiA does not assume any responsibility for any viruses that may affect, or disable the user's computer to the root of any discharge, transfer data, files, images, texts, or audio content, as well as any other information that is sent with the use of electronic media.

The system may eventually not be available due to technical difficulties or Internet failure, or any other circumstance beyond PROSPERiA; so that PROSPERiA does not guarantee the access to and continued use of or uninterrupted to the Website or Other Services, in such cases only seek to re-establish the connection as quickly as possible, without this can be attributed to some type of responsibility.

The user agrees that PROSPERiA has no obligation to monitor the use of the Platform or Other Services, but has the right to do so with the objective of making them function optimally, to ensure your compliance with these Terms and Conditions, comply with applicable law or the order or requirement of a court, administrative agency or other official body, to respond to content that it deems objectionable in some way or as otherwise set out in these Terms and Conditions.

Also, PROSPERiA will not be responsible for damage or loss of any nature that may be caused due to the lack of availability or continuity of operation of the Platform or Other Services, or of the lack of provision of Services of PROSPERiA, including damage or losses caused to the user for any reason. In case there is a technical problem that is the responsibility of PROSPERiA, it will inform the users through the Platform.

10. Intellectual property content

The domain https://www.prosperia.health the brand, the code, the Platform and the Application as well as the contents of the website (texts, images, logos, videos, graphics and any others), in any format, are the property of PROSPERiA, as well as the different elements contained in the Platform or Other Services, including, without limitation: the information in written, graphic designs, drawings, image files and sound, photo layouts, recordings, and, in general all the material accessible from the Platform or Other Services, which belong to the PROSPERiA or to third-party owners who have duly authorized their inclusion in the Plataformau Other Services.

Corresponds to PROSPERiA the exclusive exercise of the exploitation rights of such intellectual property rights, in any manner and, in particular, the rights of reproduction, distribution, public communication and transformation.

We reserve all rights of intellectual and industrial property rights over the contents and/or services of PROSPERiA in favour of their respective owners, whether PROSPERiA or third parties who have granted the required authorizations. In general, except if expressly provided otherwise in the Platform, and for any use or content, in particular, it is prohibited the reproduction, distribution and modification in whole or in part on any content or utility hosted on the Platform, except in accordance with the relevant prior, express and written consent of PROSPERiA, or in your case, the holder of the corresponding rights.

Any infraction of these rights may lead to the extra-judicial proceedings or judicial, civil or criminal proceedings.

Users of PROSPERiA may only make a private and personal use of the contents of the Platform or Other Services. It is absolutely forbidden the use of PROSPERiA or any of its elements for commercial or unlawful purposes.

Users may not, in any case, to establish links (“links”) between any space accessible from the Internet, and the Platform or Other Services, unless previously consented to explicitly and in writing on the part of PROSPERiA.

11. Assignment

The users may not assign your rights and obligations assumed by entering into these Terms and Conditions without the prior written consent of a legal representative of PROSPERiA. For its part, PROSPERiA may assign these Terms and Conditions to any third party that happens in the exercise of its business or in which it assumes the ownership of the Platform or Other Services, or that are located within the same business group. Without prejudice to the foregoing, these Terms and Conditions bind and inure to the benefit of the parties, their successors and permitted assigns.

12. Modifications

PROSPERiA reserves the right to modify, at any time and without prior notice, the content of the present Terms and Conditions, the design, presentation and/or configuration of the Platform or Other Services, as well as some or all of the services provided through the same as well as add new services. Users undertake to revise these Terms and Conditions periodically to be aware of such updates. The navigation, as well as simple access to PROSPERiA and the continuity in the use of the Platform or Other Services after any modification, leads to the acceptance of any modification. An updated version of these Terms and Conditions shall be available and accessible on a permanent basis in the Platform.

13. Notifications

PROSPERiA be able to make timely notifications through a general publication disseminated in the digital media or through a notice directed to the e-mail address provided by users when registering their user accounts. The user will be able to notify PROSPERiA, by sending an e-mail to the address of info@prosperia.health.

14. Validity

These Terms and Conditions shall be in force indefinitely, and will be mandatory and binding for all users:

i. have a user account enabled in the Platform or Other Services and not ask for your poor or cancellation in accordance with what is signed in to our Privacy notice

ii. to access and make use of the services via the Website or Other Services, and fail to report the nonconformity to the present Terms and Conditions, or the deletion of your personal data according to what is signed in to our Privacy notice

15. Resolution of disputes and applicable law

The Platform and the provision of the Services offered by PROSPERiA shall be governed by the laws of the united Mexican States. The parties agree that all matters not provided for in these Terms and Conditions, shall be determined by common agreement between the user and PROSPERiA, and, in the event of any controversy, for its interpretation and compliance, are subject to the Laws and Tribunals of the City of Mexico, renouncing to any other law or jurisdiction that, by reason of their present or future domiciles, may apply. Notwithstanding the foregoing, PROSPERiA reserves the right to pursue any action against the user, in the courts of the jurisdiction in which the user resides.