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End user agreement

End user agreement

ICALC General Terms and Conditions

 

These General Terms and Conditions (“GTC”) govern Your use of iCalc. By using iCalc You explicitly agree to these GTC and agree that no other terms apply, except if agreed in writing between You and Medicor International NV.

Medicor International NV (“Medicor”) is a Belgian company with registered offices at Wingepark 5B, Bus 101, 3110 Rotselaar and registered at the Crossroads Bank for Enterprises under the number 0840.369.495. Our contact information is available on Our website www.medicor-international.com.

Medicor may hereinafter be referred to as “We” or “Us”.

We may refer to Your company as “You” or “Your”.

We may both be referred to as a “Party” and jointly as the “Parties”.

 

1. Definitions

Authentication Credentials

Means the personal login and password that enables You to log in to the Application;

Application

means the iCalc-application as available on the website www.i-calc.com , as well as any material relating thereto, amongst others the website and explanatory manuals and videos;

 

Confidential information

means any and all information and data disclosed by either Party to the other in the context of these GTC, whether such information or data is stored on electronic media, as well as including both written and oral information and data. Information disclosed between the Parties in the context of these GTC shall constitute “Confidential Information” subject to these GTC if, (i) in the case of information disclosed in written or other tangible form, the information when disclosed is clearly labelled as “confidential” or with a similar legend, (ii) in the case of information disclosed orally, the disclosing Party notifies the receiving Party of the confidential nature of the information at the time of oral disclosure and (iii) in any case, for both information disclosed orally and/or in writing, when the Parties receiving such information should reasonably be aware of the confidential character of the information;

 

Intellectual Property Rights

means any intellectual property right, including copyrights, trademarks, trade names, rights in logos, inventions, trade secrets and know-how, registered designs, design rights, database rights, patents, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all intangible rights and privileges of nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar nature which may subsist anywhere in the world;

 

Force Majeure

means an event, condition or circumstance beyond the reasonable control of, and not due to the fault  or negligence of, the Party affected, and which could not have been avoided by due diligence and use of reasonable efforts, which prevents the performance by such affected Party of its obligations hereunder. Subject to the foregoing, "Force Majeure” shall include, but is not limited to, explosion and fire (in either case to the extent not attributable to the gross negligence of the affected Party), flood, earthquake, storm or other natural calamity,  strike or other labor dispute, war, insurrection or riot, actions or failures to act by governmental entities or officials, failure to obtain governmental permits or approvals (despite timely application therefor and due diligence), deficient energy or telecom network supply and changes in laws, rules, regulations, orders or ordinances, which events were not pending on the date of these GTC;

 

Know How

means the accumulation of skills, processes and experience previously developed relating to the Application, including, but not limited to, any and all technical information, formulas, specifications, trade secrets, test results, studies, analyses, manufacturing data, formulation or production technology and any other information necessary or useful in the manufacture, sale and use of the Application, whether patented or not;

 

Personal Data

means any information relating to an identified or identifiable natural person;

 

Subscription

means an access right to the Application;

Update(s)

means any version update, release or functionality enhancements in relation to the Application or any substantially similar software;

 

Urgent Maintenance

means maintenance for any unforeseeable and unexpected system failure which has as result that the Application becomes completely or to a large extent unavailable.

 

2. The Application and related Intellectual Property Rights

2.1. We hereby grant to You a non-exclusive, non-transferable, non-sublicensable and non-            assignable right to use Application in accordance with the provisions of these GTC, in order to allow You to access and use the Application and its functionalities. 

2.2.  The Application allows You to calculate the amount of IV contrast and flow rate, tailored to the patient.

2.3.   The Application shall be hosted on IT-service providers’ servers.

2.4.  The Application is worldwide protected by Intellectual Property Rights. Parties explicitly confirm that all Intellectual Property Rights in the Application remain Medicor’s ownership. Nothing in these GTC shall be construed to grant You any right or license in any Intellectual Property Right of Medicor other than as expressly specified herein. You agree not to copy, reproduce, amend or modify the Application or any portion thereof. You may not transfer or distribute the Application. All rights not specifically granted to You are hereby expressly reserved by Medicor.

2.5.    You are obliged to inform Us of any infringement of Intellectual Property Rights, vested in the Application, by third parties as soon as possible after becoming aware of such infringement.

2.6.    Your Subscription can only be used within one legal entity only. In case other legal entities (even members of the same group) would require access to the Application, separate Subscriptions are required.

2.7.     You are not allowed to use Your Subscription on different devices at the same time.

 

3.   Decompiling, disassembling or reverse engineering

3.1.    You acknowledge that the Application is of great value to Medicor and that it contains Confidential Information and Know How of Medicor.

3.2.    You may not decompile, disassemble or otherwise reverse engineer the Application or engage in any other activity in order to obtain underlying information that is not visible to the user in connection with a normal use of the Application, or create derivative works based on the Application or any portion of the Application, unless expressly authorized under applicable law.

3.3.      In particular, You agree not to transmit the Application or display the Application’s source or object code on any computer screen or to make any hard copy memory dumps of the Application’s source or object code.

3.4.    If You require information related to the interoperability of the Application with other programs, You shall request such information from Medicor and refrain from decompiling or disassembling the Application in order to obtain such information. Upon receiving such a request, Medicor shall determine in its sole discretion whether to provide such information to You.

3.5.     In case You are allowed to decompile, disassemble or reverse engineer, You shall notify Medicor of any information derived therefrom. The results thereof will constitute Confidential Information and will be owned by Medicor.

 

4. Updates

4.1.     Medicor may from time to time automatically implement Updates. Medicor is allowed to implement these Updates without Your permission. These Updates enable You to make use of the latest version of the Application. Medicor is entirely free to decide whether or not to implement Updates.

4.2.      Updates shall be implemented free of any additional charge.

4.3.     Medicor is only required to deliver a perfect working solution with the latest Update of the Application.

4.4.      Once an Update has been implemented, it shall be deemed part of the Application and of the Intellectual Property Rights vested in the Application, and shall be subject to the terms and conditions of these GTC.

 

5. Security

5.1.     You shall at all times be responsible for the security of Your Authentication Credentials and be liable for any problems resulting thereof.

5.2.   You shall immediately notify Medicor of any loss or theft of Your Authentication Credentials. Medicor is in that case entitled, but not obliged, to block Your Authentication Credentials.

5.3.      You are responsible for Your own hardware and software which are necessary to access the Application. The Application is compatible with the most widely-used web browsers. You can contact Medicor for further information about the compatibility of the Application and Your web browser.

5.4.     You shall, without delay, notify Medicor about any errors, limitations or problems You encounter when using the Application.

 

6. Your content

6.1.       When using the Application You will be asked to fill in the heartbeat, body weight, body height of a person, type of contrast medium and voltage in KV (= voltage value of the CT scanner tube)(“Parameters”). These are the only data necessary to use the Application. The amount of contrast medium calculated, on the basis of these Parameters, by the Application, shall only be correct if You filled in the correct amount of each Parameter. You are responsible to verify the correct input of these Parameters.

6.2.       We urge You not to fill in or upload any other data than these data, especially no data as referred to in article 11.2 of these GTC.

 

7. Subscription Fee

7.1.        Parties agree that You will pay Us a subscription fee. The subscription fee depends on the plan chosen by You when subscribing to the Application.

7.2.      Parties agree that the payment of the subscription fee covers the right to use the Application as described in article 2.1 of these GTC.

7.3.        The remuneration is payable in line with the payment instructions on Our website or any other document that We provide to You.

Medicor may change the subscription fee over time. In case of a significant raise of the subscription fee, You are at any time allowed to terminate Your Subscription.

 

8. Free Trial Period

8.1.          When subscribing to the Application for the first time, You shall be granted with a free trial period of up to 30 days. Within this period You shall be granted with the rights as referred to in article 2.1 without being bound to pay any remuneration.

 

9. Service Level

9.1.          Medicor aims, to its best and reasonable effort, to make the Application available to its clients during 99% of the time (from midnight on the first day of the month till the last day of the month). This should be interpreted as an obligation of means (middelenverbintenis) and not as an obligation of result. (resultaatsverbintenis).

9.2.       Parties explicitly confirm that Medicor shall not be liable for unavailability of the Application due to:

Force Majeure;
Circumstances attributable to You;
Circumstances attributable to third parties, including third parties instructed by Medicor;
When the Application is being maintained and/or upgraded.

9.3.       Circumstances mentioned in article 9.2. shall not be taken into account when calculating the availability up-time rate of the Application.

9.4.        Medicor shall notify You at least 24 hours before the execution of planned maintenance of the Application. In case of an Urgent Maintenance no notification is required.

9.5.     The extension of Your Subscription to the Application for 3 days shall be the only compensation, if Medicor fails to make the Application available for the percentage of time as mentioned in article 9.1.

 

10. Helpdesk

10.1.      Medicor provides a helpdesk though which support is offered to You in order to resolve possible issues You encounter with the Application. This helpdesk is accessible via e-mail: info@i-calc.com

10.2.       Support will consist of:

First line support: questions regarding the use of the functionalities of the Application;
Second line support: questions regarding technical issues with the Application.

10.3.     Medicor shall undertake all reasonable efforts in order to resolve any problems and malfunctions as soon as possible. This should be interpreted as an obligation of means (middelenverbintenis) and not as an obligation of result (resultaatsverbintenis).

 

11. Data Protection

11.1.       Medicor qualifies as data processor as defined in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“Data Protection Legislation”). Medicor will not process the Personal Data You share with Medicor for its own purposes, unless authorised by You. Medicor will process the Personal Data on Your behalf only and in the context of the present GTC and for the term of these GTC. We shall implement appropriate technical and organizational measures for the processing of Personal Data.

11.2.       We urge You not to share any sensitive Personal Data (in the sense of articles 9 and 10 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data) with Us.

11.3.        You confirm You will meet the obligations in the relevant data protection laws of any jurisdiction where You are active or where You make available the content as referred to in article 6.

11.4.         Medicor acts as data controller, as defined in the Data Protection Legislation, as far as Your Personal Data (e.g. when subscribing to the Application) is concerned. Medicor shall only process Your Personal Data in the context of these GTC. You may exercise Your rights under the Data Protection Legislation by e-mail. (You are entitled to request from Us (a) access to and rectification or erasure of Your Personal Data, (b) restriction of processing or to object to processing, as well as (c) to receive the Personal Data in a structured, commonly used and machine-readable format. You are also entitled to lodge a complaint with the competent supervisory authority, i.e. the Belgian Commission for the Protection of Privacy (www.privacycommission.be). We will not share Your Personal Data with third parties except for IT-services providers on which We rely. We will store Your Personal Data for the entire duration of Your Subscription. We will delete or anonymise (upon Medicor’s own discretion) Your Personal Data in any case as soon as Your Subscription was expired more than 2 years ago. Your Personal Data will not be transferred or processed outside of the European Economic Area.

 

12. Costs

12.1.         Except as otherwise provided is these GTC, each of the Parties shall bear its own costs incurred in connection with these GTC.

 

13.  Term and Termination

13.1.          The GTC shall be effective as soon as the You create an account on the Application-website and subscribe to the Application.

13.2.       The term of Subscriptions differs and starts from 3 months up to 12 months depending on the plan chosen by You when subscribing to Our services (or any other term as provided on Our website. Subscription fees are not refundable. 

13.3.          Medicor will invite You to renew Your Subscription 30 days before expiration of the Subscription, depending on the plan You have chosen when subscribing to Our services. Within Your account in the application, You will be able to see how many days remain until expiration of Your Subscription. If You choose to renew the Subscription, You will be invoiced for a new term. If at the end of the term You do not renew Your Subscription, the right to use the Application will automatically come to an end. Upon termination We will not provide You with any data uploaded while using the Application.

13.4.         Medicor may suspend or terminate Your Subscription at any time if You are in material breach of these GTC and fail to remedy the breach within ten (10) days after receipt of written notice (including e-mail).

 

14.  Confidential Information

14.1.            Unless prior written consent by Medicor, You agree and undertake for the duration of these GTC as well as at any time thereafter to keep any Confidential Information and Know How concerning Medicor or its activities and services which You have obtained in the framework of these GTC strictly confidential and not to divulge or disclose any part thereof to any third party, except to Your employees, officers and directors and only then to the extent necessary for the proper performance by such personnel of their duties. In order to ensure that Your personnel observes this provision, You shall require anyone with access to Confidential Information to sign a non-disclosure agreement.

14.2.           Your obligations under this article shall not include, and the restrictions under these GTC shall not apply to:

Any information known by You prior to its disclosure by Medicor; or
Any information which is in the public domain or hereinafter falls into the public domain through no fault of You; or
Any information disclosed to You by a third party having the right to do so.

14.3.          Upon termination or expiration of these GTC for any reason whatsoever, You shall immediately return to Medicor any Confidential Information and Know How provided by Us to You.

14.4.       The present article shall continue in full force and effect notwithstanding any termination or expiration of these GTC.

 

15. Liability

15.1.          Medicor only guarantees a correct amount of contrast medium, calculated by the Application, if you fill in the correct amount of each Parameter. You expressly confirm that You shall not use the Application for any other purpose than calculating the amount of IV contrast and flow rate, tailored to a patient. You are responsible to verify the amount of contrast medium and flow rate in views of reasonable amounts, normally to be used. You are responsible to choose the type of contrast medium to be used. You are responsible to verify whether or not a person may receive the contrast medium concerned (e.g. whether or not he is allergic to the contrast medium). You are responsible to verify whether the amount of contrast medium to be used, as suggested by the Application, reasonably meets the amount that in general should be used, based on your specific knowledge.  You expressly confirm and agree that Medicor shall not be liable for direct, indirect or consequential damages You or any third party suffers following the inappropriate use of the Application as mentioned in this article.

15.2.          Parties expressly agree that Medicor shall not be liable for any direct, indirect or consequential damages, including but not limited to, damages for loss of business profits, business interruption, loss of business information, goodwill, use, data or other intangible losses resulting from the use of the inability of the use of the Application, even if Medicor has been advised about the possibility of such damage. In any case, Medicor’s liability is limited to the subscription fee paid by You over a period of three (3) months.

 

16. Notices

16.1.           All notices and other forms of communication required under these GTC shall be, in English, in writing and must be delivered or sent to the recipient (i) in person through a reputable courier service; (ii) by email with confirmation of receipt; or (iii) by registered mail (with an acknowledgement of receipt), to the recipient’s address indicated hereunder or any other address made available on recipient’s website:

For notices to Medicor:

Medicor International NV

Wingepark 5B, Bus 101

3110 Rotselaar

Belgium

email: info@i-calc.com

website: www.i-calc.com

 

17. Amendments of GTC

17.1.          Medicor is entiled to amend these GTC at its own discretion. We shall notify You about these amendments via e-mail or notifications in the Application. These amended GTC shall automatically enter into force on the thirtieth day following the publication or notification of the amended GTC. In case an amendment applies to essential components of these GTC, You are entitled to terminate these GTC with prior notice period of fifteen (15) days. The amended GTC shall not apply to You during this notice period. You are obliged to give notice according to article 16 of these GTC within fifteen (15) days after the publication or notification of the amended GTC.

 

18. Waiver

18.1.          Any failure or delay by Medicor in exercising any right under these GTC, the exercise or partial exercise of any right under these GTC, or any reaction or absence of reaction by Medicor in the event of breach by You of one or more provisions of these GTC, shall not operate or be construed as a waiver (either express or implied, in whole or in part) of its rights under these GTC or under the said provision(s) or preclude the further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver by Medicor following a specific failure by You, this waiver cannot be invoked by You in favor of either a new failure, similar to the prior one, or a failure of another nature.

 

19. Entire Agreement

19.1.          These GTC contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede and replace all prior agreements or understandings, whether written or oral, with respect to the same subject matter still in force between the Parties. Information on the Licensor’s website that is expressly referred to in these GTC, however, are deemed to be part of these GTC.

19.2.         The Parties shall use reasonable commercial efforts in order to come to an agreement regarding all matters not specifically covered in these GTC.

 

20. Severability

20.1.          Whenever possible, the provisions of these GTC shall be interpreted so as to be valid and enforceable under the applicable law. However, if one or more provisions of these GTC is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of these GTC shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. In such case, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).

 

21. Governing law and jurisdiction

21.1.        All issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of these GTC shall be governed by and construed in accordance with Belgian law, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable.

21.2.    Any dispute concerning the validity, interpretation, enforcement, performance or termination of these GTC shall be submitted to the exclusive jurisdiction of the Dutch-speaking courts in Brussels.