Contributing Healthcare Professional Agreement

1. Definitions

1.1 In this Agreement the following expressions shall have the following meanings:

"AGH" has the meaning set forth in the preamble.

"Abi DoctorID" means the identification and password key assigned by AGH to you that enables you to use and access the AbiPro Apps.

"Abi Services" means the services provided by Abi Global Health to its users/patients.

"AbiPro Apps" means mobile applications enabling Contributing Healthcare Professionals to access the Abi Services for the purpose of providing Health Information to Users/Patients. This may include non-proprietary Apps enabled by AGH to be used for the purpose of providing Health Information.

"Abi Apps" means the mobile applications provided by AGH that enable Users/Patients to access the Abi Services for the purpose of requesting Health Information to Users. This may include non-proprietary Apps enabled by AGH to be used for the purpose of requesting Health Information.

"Agreement" has the meaning set forth in the preamble.

"Contributing Healthcare Professional" means a Healthcare Professional that is authorised by AGH to provide Health Information to Users through the technological means provided by AGH.

"Confidential Information" has the meaning set forth in clause 6.1.

"Health Information Services" means your provision of Health Information by Healthcare professionals to AGH Users/Patients via the AbiPro Apps.

"Minimum Average Rating" has the meaning set forth in clause 3.1(b).

"Payment" has the meaning set forth in clause 4.1.

"Permitted Person" has the meaning set forth in clause 6.2.

“Personally identifiable information (PII)” is any data that could potentially identify a specific individual.

"Supplemental Terms" has the meaning set forth in clause 13.2.

"Territory" means the country or state areas in which you are authorised to practice medicine by your medical healthcare professional's license.

"User" means an end-user or patients authorised by AGH to use the AbiPro Apps for the purpose of obtaining Health Information offered by AGH.

"User Information" means information about a User/Patientsmade available to you in connection with such User or Patient's request for Health Information, which may include the User or Patient's age, gender, country of origin and country of residency.

"You" has the meaning set forth in the preamble.

2. Abi Services

2.1. AGH shall issue you an Abi DoctorID to enable you to access and use the Abi App, or any other non-proprietary App enabled by AGH for the provision of Health Information, on a device in accordance with this Agreement. AGH reserves the right to deactivate your Abi DoctorID if you have not fulfilled a request for Health Information at least once a month.

2.2 You agree that you shall maintain your Abi DoctorID in confidence and not share your Abi DoctorID with any third party. You shall immediately notify AGH of any actual or suspected breach or improper use or disclosure of your Abi DoctorID or Abi App (or any App enabled by AGH to be used to provide Health Information).

2.3 When the AbiPro Apps are active, User/Patient requests for Health Information will appear to you via AbiPro Apps, depending on several factors (including the last time you answered a question and your personal user/patient rating). AGH will provide you with certain User Information via the AbiPro Apps, including the User's gender, age, country of origin and country of residence. This User Information is for guidance only, and AGH cannot guarantee its accuracy.

2.4 The request for Health Information will include text and images sent by a User/Patient to AGH. If you accept to answer the request, you will have a limited time to send an answer or a clarification question responding to the request. You can cancel the process at any point. If you do not wish to answer the case for any reason, you can always skip the question to let another HCP answer.

2.5 You acknowledge and agree that once you have provided an answer to the Health Information request, AGH will provide certain information about you to the User/Patient, including your name, specialisation and country where you are licensed to practice medicine, in addition to other information that you choose to share with AGH.

2.6 You shall not contact any Users/Patient or use any User/Patient's personal data for any reason other than for the purposes of providing Health Information and you shall decline any request from Users to provide your contact information.

2.7 You acknowledge and agree that:

• You shall be solely responsible for providing Health Information with due care within your medical speciality and exercise your best medical judgement in providing Health Information to Users of the Abi Services;
• You are up-to-date with current developments in medicine, medical treatments and practices, including the ones related to your speciality;
• You warrant that all Health information services provided by you will be performed with professional care and skill and you ensure that it will conform to generally accepted professional standards;
• In case a vital emergency situation is suspected or for matters that require a physical consultation or face-to-face inspection, you must indicate to the user that he/she comes or contacts the emergency services or health transport or other appropriate personal attention;
• You shall protect the confidentiality of all information submitted by Users/Patients of the Abi Services;
• You are not currently accused of or liable for any professional misconduct, medical malpractice, medical negligence and/or unethical practices; and
• You are not involved in any criminal or civil proceedings (except divorce or family-related matters) before any court, arbitral tribunal or other disciplinary proceedings.

2.8. AGH will not always provide you with personally identifiable information of the User/Patient, and therefore the User/Patient can remain anonymous during the provision of Health Information. For issuing prescriptions, the User/Patient will be displayed. You acknowledge and agree that your provision of Health Information to Users does not establish a healthcare professional-patient relationship between you and the User/Patient.

2.9 You acknowledge and agree that AGH's provision to you of an Abi DoctorID and access to the AbiPro Apps creates a direct business relationship between AGH and you. AGH does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Health Information, your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilise the AbiPro Apps. You retain the option, via the AbiPro Apps, to accept or decline or ignore a User's request for Health Information, or to cancel an accepted request for Health Information via the AbiPro Apps.

2.10 You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the avoidance of doubt, you understand that you retain the complete right to: (a) use other software application services in addition to the Abi Services; and (b) engage in any other occupation or business. AGH retains the right to deactivate or otherwise restrict you from accessing or using the AbiPro Apps in the event of a violation or alleged violation of this Agreement, your disparagement of AGH, your act or omission that causes harm to AGH's reputation or business, as determined by AGH in its sole discretion.

2.11 Some services might need you to be able to issue a prescription at a certain moment. Abi will facilitate a connection to an available local prescription provider. Should you choose to provide a prescription to an Abi user through the local prescription provider, you hereby consent to the disclosure of your name and any other personal details mandated by law for prescription processing. This information will be shared solely for the purpose of fulfilling the prescription issuance.

3. Ratings and Reviews

3.1    Ratings:

• You acknowledge and agree that after receiving Health Information, a User will be prompted by the Abi App to provide a rating of the Health Information provided by you and, optionally, to provide comments or feedback about such Health Information.
• You acknowledge that AGH desires that Users have access to high-quality services via the Abi App. In order to continue to receive access to the AbiPro Apps, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by AGH for your Territory, as may be updated from time to time by AGH, in its sole discretion ("Minimum Average Rating"). Your average rating is intended to reflect Users' satisfaction with the Health Information you provide.
• You acknowledge that Contributing Healthcare Professionals that have a higher rating will get more frequent Health Information requests, as a result of a proprietary algorithm that sends requests to healthcare professionals according to various criteria established by AGH.
• In the event your average rating falls below the Minimum Average Rating, AGH shall notify you and may provide you, in AGH's sole discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period provided (if any), AGH reserves the right to deactivate your access to the AbiPro Apps.3.2   
  
  

3.2. Review by AGH medical team:

• You acknowledge and agree that after answering a Health Information request, AGH's medical team may systematically or randomly review the content of the answer. This may lead to personal communications from the AGH medical team with feedback and advice on how to improve the quality of your answers. AGH reserves the right to deactivate your access to the AbiPro Apps if you fail to adapt to the criteria provided by AGH medical team.
• You acknowledge and agree that AGH's medical team reserves the right to block answers provided by you in the event that such answers include obscenities or other objectionable content, include an individual's name or other personal information, or violate any privacy laws, other applicable laws, or its content is considered not to fulfil AGH's quality criteria for Health Information requests.
• AGH reserves the right to use, share and display your answers and user ratings and comments in any manner in connection with the business of AGH without attribution to you without your approval.

4. Financial Terms

4.1 You have the right to receive a payment for each "Case" (set of health questions sent by the user) to which you have answered through the AbiPro applications. The payment ("Payment") is calculated based on the cost / minute of a private medical consultation in your country or state and the estimated time dedicated to providing the service. You will be notified of the amount you will be paid for answering the Case by providing Health Information through the AbiPro Application, before you choose to respond to the request. You acknowledge and agree that the Payment is the only payment you will receive in connection with the provision of Health Information Services.

4.2 AGH reserves the right to change the Payment calculation at any time in AGH's sole discretion based upon local market factors or any other reason determined by AGH.

4.3 AGH retains the right to reduce or cancel the Payment when AGH's medical team considers that the Health Information has not been provided with sufficient quality according to AGH standards.

4.4 You acknowledge and agree that, for the mutual benefit of the parties hereto, through advertising and marketing, AGH may seek to attract new Users to AGH and to increase existing Users' use of Abi App. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

4.5 You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Health Information as required by applicable law; and (b) provide AGH with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Health Information Services. Notwithstanding anything to the contrary in this Agreement, AGH may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Health Information and/or provide any of the relevant tax information you have provided directly to the applicable governmental tax authorities on your behalf or otherwise.

5. Proprietary Rights; License

5.1 Subject to the terms and conditions of this Agreement, AGH hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the AbiPro Apps solely for the purpose of providing Health Information to Users. All rights not expressly granted to you are reserved by AGH.

5.2 You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the AbiPro Apps; (b) modify or make derivative works based upon the Abi Services or AbiPro Apps; (c) improperly use the AbiPro Apps, including creating "framing" or "mirroring" any part of the AbiPro Apps on any other websites or systems, or "scraping" or otherwise improperly obtaining data from the AbiPro Apps; (d) reverse engineer, decompile, modify, or disassemble the AbiPro Apps, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. Further, you shall not, and shall not allow any other party to, access or use the AbiPro Apps to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Abi Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Abi Services; or (iv) attempt to gain unauthorised access to the Abi Services or its related systems or networks.

5.3 The Abi Services, AbiPro App, Abi Data, including all intellectual property rights therein shall remain (as between you and AGH) the property of AGH. Neither this Agreement nor your use of the AbiPro Apps or Abi Data conveys or grants to you any rights in or related to the AbiPro Apps or Abi Data, except for the limited license granted above. Other than as specifically permitted by AGH in connection with the Abi Services, you are not permitted to use or reference in any manner AGH, its affiliates', or their respective licensors' AGH names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership,

5.4 You agree that you will not try to register or otherwise use and/or claim ownership in any of the AGH marks and names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

6. Confidentiality

6.1 Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Abi Data, Abi DoctorID, User Information, and the transaction volume, marketing and business plans, business, financial, technical, Health Information guidelines, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential

6.2 Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided such Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to AGH, its internal record-keeping requirements)

6.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority; provided, that the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

7. Privacy

7.1 Subject to applicable law, AGH may, but shall not be required to, provide to you, a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Abi Data) about you or any Health Information provided hereunder if: (a) there is a complaint, dispute or conflict, including a medical malpractice suit, between you and a User; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in AGH's sole discretion, by applicable law or regulatory requirements (e.g., AGH receives a subpoena, warrant, or other legal processes for information); or (d) it is necessary for any reason, in AGH's sole discretion.

8. Data protection

8.1 In compliance with the General Data Protection Regulation (EU) 2016/679 AGH informs you that the personal data that you provide us will be treated in order to facilitate the delivery of Abi Services as provided in this Agreement.

8.2 When you register and receive an Abi DoctorID for the purposes of using the AbiPro Apps and Abi Services, your personal data will be processed in accordance with the applicable law and in line with the data protection policies of AGH. In no case will AGH use your personal data for purposes other than those mentioned in this Agreement and undertakes to keep due professional secrecy and to establish the necessary technical and organisational measures to safeguard the information in accordance with the requirements of applicable law.

8.3 In the event you engage in contact by telephone with Users, you authorise and consent to the conversation being recorded for security reasons, for compliance reasons and to guarantee the quality of the service provided.

8.4 AGH shall keep your data for as long as you are registered and use the AbiPro Apps and, once you have terminated the service, for as long as we are required by applicable law.

8.5 You may request, at any time, access, rectification or deletion of your personal data.

8.6 We also inform you of your right to file a claim with the Competent Control Authority in matters of data protection, if you consider that in the treatment of your data your rights are not being respected.

8.7 Details of the person in charge of data protection are available at the registered address of AGH listed in the preamble.

9. Insurance

9.1 You agree to maintain during the term of this Agreement a medical malpractice insurance which covers your activities with AGH. You agree to provide to AGH, upon request, a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required pursuant to this clause.

9.2 AGH shall maintain during the term of this Agreement insurance related to your provision of Health Information. You are required to promptly notify AGH of any situation that might lead to a possible malpractice complaint from the User, and to cooperate and provide all necessary information related thereto.

10. Representations and Warranties; Disclaimers

10.1 You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement.

10.2 AGH PROVIDES, AND YOU ACCEPT, ABIPRO APPS ON AN "AS IS" AND "AS AVAILABLE" BASIS. AGH DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE ABI SERVICES (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR HEALTH INFORMATION.

10.3 AGH DOES NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE ABI SERVICES OR ABIPRO APPS. YOU ACKNOWLEDGE AND AGREE THAT THE ABI SERVICES OR ABIPRO APPS MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (E.G., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE ABI SERVICES OR ABIPRO APPS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND AGH IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.

10.4 You shall indemnify, defend (at AGH's option) and hold harmless AGH and its affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Health Information.

11. Term and Termination

11.1 This Agreement shall commence on the date of this Agreement and shall continue until terminated as set forth herein.

11.2 Either party may terminate this Agreement: (a) without cause at any time upon seven days prior written notice to the other party; (b) immediately, without notice, for the other party's material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party's filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, AGH may terminate this Agreement or deactivate your Abi DoctorID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of AGH, to provide Health Information.

11.3 Upon termination of the Agreement, you shall immediately delete and fully remove the AbiPro Apps from any of your devices. Any outstanding payment obligations shall survive the termination of this Agreement.

12. Relationship of the Parties

12.1 The relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between AGH and you; and (b) no joint venture, partnership, or agency relationship exists between AGH and you.

12.2 You have no authority to bind AGH and you undertake not to hold yourself out as an employee, agent or authorised representative of AGH. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of AGH, you undertake and agree to indemnify, defend (at AGH's option) and hold AGH and its affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

13. Miscellaneous

13.1 Modification

In the event AGH modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. You hereby acknowledge and agree that, by using Abi Services, or downloading, installing or using the AbiPro Apps, you are bound by any future amendments and additions to documents incorporated herein. Continued use of the Abi Services or AbiPro Apps after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.

13.2 Supplemental Terms

Supplemental terms may apply to your use of the Abi Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time ("Supplemental Terms"). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

13.3 Severability

If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

13.4 Assignment

Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that AGH may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an affiliate; or (b) to an acquirer of all or substantially all of AGH's business, equity or assets.

13.5 Entire Agreement

This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.

13.6 No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

13.7 Notices

Any notice delivered by AGH to you under this Agreement will be delivered by email to the email address associated with your account. Any notice delivered by you to AGH under this Agreement will be delivered by contacting AGH at help@abi.ai. Additional Territory-specific notices may be required from time to time.

14. Governing Law and Arbitration

14.1 This Agreement shall be governed by and construed in all respects in accordance with the laws of the Republic of Ireland.

14.2 Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Dublin, Ireland. The language of the arbitration shall be English.

15. Appendix

15.1 Training and Agreement:

HCPs participating in projects with pharmaceutical and consumer goods companies agree to complete the training provided during onboarding on the following topics:

• Scope of Service: This training will outline the specific services that can be provided through the Abi platform within the context of partnering company projects. It will also clarify the services included in the projects.
• Limits of Service: This training will highlight the limitations of service and the situations where it may not be suitable for patient care. 
• Adverse Effect Detection and Reporting: This training will equip HCPs with the knowledge and skills to identify, issue, and report any adverse events and product complaints associated with medications, products or devices used in the project. It will cover procedures for notifying regulatory entities and patients about potential safety concerns.

By signing this agreement the HCP acknowledges that they commit to complete the training during onboarding and that they have read and understood these instructions and agree to comply with them. They further agree to uphold their professional and ethical obligations when providing care through the Abi platform, particularly within the context of pharmaceutical and consumer goods company projects.