Terms of Use

1. Description of Services

1.1 General

+WoundDesk services (hereinafter the "Services") consist of products, software (hereinafter the "Software"), mobile applications and documentation associated to the Software, and of widgets, databases and websites concerning the product +WoundDesk. The Services are provided by digitalMedLab Ltd. liab. Co., Konradstrasse 17, 8005 Zürich, Switzerland (hereinafter "digitalMedLab", "We" or "Us"). These Services are in compliance with international standards.

The Services and the Software may be changed by Us from time to time. They are described on Our website which forms insofar an integral part of these General Terms and Conditions of Use (hereinafter the "GTC").

1.2 Acceptance of these GTC and other terms and conditions

By registering, you accept for yourself and on behalf of the company you are working for (hereinafter "You" or "Your") these GTC which shall govern the contractual relationship between You and Us exclusively (hereinafter the "Contractual Relationship") unless otherwise agreed in writing. Certain services or software provided by us other than the Services are subject to additional terms and conditions. In case of discrepancy between these GTC and the other terms and conditions agreed between You and Us, the other terms and conditions shall prevail.

2. License

2.1 Subscription License

In consideration of the payment of the corresponding fee, if any, and subject to Your compliance with these GTC, You are granted a non-exclusive, non-sublicensable and non-assignable subscription license to use the Services to the extent permitted under these GTC. We reserve all rights that are not expressly granted to you under these GTC.

2.2 Restrictions

You may not and you agree not to:

1. sub-license, sell, assign, rent, lease, export, import, distribute or transfer or otherwise grant rights of the Software to any third party;
2. undertake, cause, permit or authorize the modification, creation of derivative works or improvements, translation, reverse engineering, decompiling, disassembling, decryption, emulation, hacking, discovery or attempted discovery of the source code or protocols of the Software or any part or features thereof (except to the extent permitted by law);
3. remove, obscure or alter any copyright notices or other proprietary notices included in the Software;
4. use the Software or cause the Software (or any part of it) to be used within or to provide commercial products or services to third parties.

2.3 Third-party software

The Software may include services provided by third parties, including (but not limited to) third-party software (cf. adm.wounddesk.com/opensource) which are used with the permission of the respective owners and/or copyright holders as stipulated between parties. We expressly disclaim all warranties and liabilities concerning such third-party software.

3. Use of the Service

3.1 Equipment

In order to use the Software and the Services you will need an Internet broadband connection. You are responsible for providing all equipment required to access the Internet or enable communications. Connection to the Internet through a corporate or private network masking your location may result in charges different from those displayed for your real location.

3.2 Software Update

We are committed to constantly improving the Software and Services and are likely to modify from time to time the Software and the Services. We reserve the right at any time in our sole discretion to modify or discontinue temporarily or permanently the Services or any portion thereof (including the Software) with or without notice. You agree that We will not be liable to you or any third party for any modification, suspension or discontinuance of part of the functionality of the Software or the Services. We may also automatically download configuration changes and updates to the Software from time to time. You may be required to update the Software in order to continue using the Software. You agree to accept such updates subject to these GTC unless you accept other terms which are provided with the updates.

3.3 Interruption

There are reasons why the Software or the Services or some parts thereof may be interrupted from time to time. Our liability in case of interruptions is excluded to the extent provided under Section 9 below.

3.4 Third-party Service

From time to time, We may retain third party services to provide all or part of the Services. You acknowledge and agree that this third-party participation is acceptable to you.

3.5 Feedback

You have no obligation to provide us with ideas, suggestions, or proposals (hereinafter the “Feedback”). However, if you submit a Feedback to us, then you grant Us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.

4. User Obligations

You have, in addition to other obligations as set out in these GTC, the following obligations:

4.1 User Account

In order to access and/or use the Services, You will need to provide us with true, accurate, current and complete information about Yourself and other information, as part of the registration process and/or using the Services. You are responsible for maintaining the accuracy and completeness of this information.

You will be given a password, app code and Your account data to enable You and collaborators associated with Your account to access, use and modify data on Your organization and on the patients wound consultations. It is Your responsibility to protect confidentiality of the password and Your account data, and You are responsible for all activities that occur through Your account. You agree to immediately notify Us of any authorized use of Your account or any other breach of security. We decline all liability for damage or loss if You do not provide us the exact information or if You do not ensure confidentiality of Your account data.

4.2 User Behavior

You acknowledge and agree that all information, data, text, images, software, sounds, graphics, video, messages, tags and other materials, regardless of their shape and technical structure, transmitted or stored using the Service is the sole responsibility of the person originating them.

You also agree to not:

1. impersonate any person or entity or falsely represent Your affiliation with Us or any other person or entity;
2. manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
3. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to the Services;
4. violate any applicable law or regulation;
5. reproduce, duplicate, copy, sell, trade, resell or exploit any part of the Software or the Services for commercial purposes or other purposes not covered by these GTC; and
6. cause any action that will be in violation of these GCT or the rights of third parties.

5. Intellectual Property

5.1 The Software, the Services, our website and any parts thereof contain proprietary and confidential information that is protected by intellectual property laws and treaties.

You acknowledge and agree that We are the owner of all rights, titles and interests relating to the Software, the Services, our website and any parts thereof and any intellectual property rights therein.

5.2 You may not delete or alter in any way the copyright, trademark and other proprietary notices or markings that are on or in the Software as delivered to You.

6. Fees

6.1 You must pay any applicable taxes, and any applicable third-party fee (including, for example telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees). We are not responsible for these fees. We may take steps to collect the fees You owe us. You are responsible for all related collection costs and expenses.

6.2 The fees to be paid by you for the provision of the Services by Us and the Software, if any, are indicated on Our website which forms insofar an integral part of the Contractual Relationship between You and Us.

7. Warranty and Indemnification Obligations

7.1 Warranty

By uploading Your content to the Services, You agree that You have: (a) all necessary licenses and permissions, to use and share Your content and (b) the rights necessary to grant the licenses in these terms.

7.2 Indemnification

You will indemnify Us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to Your content, Your use of the Services or Software, or Your violation of these GTC.

8. Disclaimers of Warranties

8.1 Unless stated in the additional terms agreed between You and Us, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, We disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services or Software will meet Your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet Your expectations; or that (d) any errors or defects in the Services or Software will be corrected.

8.2 We specifically disclaim any liability for any actions resulting from Your use of any Services or Software. You may use and access the Services or Software at Your own discretion and risk, and You are solely responsible for any damage to Your computer system or loss of data that results from the use and access of any Service or Software.

9. LIMITATION OF LIABILITY

9.1 YOU UNDERSTAND AND AGREE THAT WE DO NOT REPLACE THE CARE PROVIDER, AND THE SERVICES DO NOT REPLACE THE MEDICAL PROCEDURE FOR INDEPENDENT DECISION BY QUALIFIED HEALTH PROFESSIONAL. YOU ARE SOLELY RESPONSIBLE FOR YOUR CONDUCT TOWARDS PATIENTS, AND ANY RECOURSE TO SERVICES SHALL IN NO WAY REDUCE YOUR RESPONSIBILITY WITH REGARD TO PATIENTS MANAGEMENT.

9.2 Unless stated in additional terms agreed between You and Us, We are not liable to You or anyone else for any direct, special, incidental, indirect, consequential, or punitive damages whatsoever (even if We have been advised of the possibility of these damages), including but not limited to those (a) resulting from loss of use, data, or profits, whether or not foreseeable, (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (c) arising from any other claim arising out of or in connection with Your use of or access to the Services or Software. Nothing in these GTC limits or excludes our liability for gross negligence, for our intentional misconduct, or for death or personal injury.

9.3 Our total liability in any matter arising out of or related to these terms is limited to 100 CHF or the aggregate amount that You paid for access to the Service and Software during the three-month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply even if We have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.

9.4 You acknowledge that the Services and the Software, including but not limited to the +WoundDesk application, software products, databases, mobile applications and related websites, are intended for use by qualified professionals for evaluation, documentation and reporting of wound consultations. This tool does not replace Your skills and those of Your team to use their knowledge, training and experience in documenting, processing and treating wounds.

10. Termination

10.1 Termination by You

You may stop using the Services at any time. Termination of Your account does not relieve You of any obligation to pay any outstanding fees.

10.2 Termination by Us

We may terminate the Contractual Relationship with You at any time for no cause with immediate effect, provided that if We terminate the Contractual Relationship with You for reasons other than for good cause, then We will make reasonable effort to notify You at least 30 days prior to termination via the email address You provide to us with instructions on how to retrieve Your content. Unless stated in additional terms agreed between You and Us, We may at any time terminate these terms with You for good cause if:

1. You breach any provision of these GTC (or act in a manner that clearly shows You do not intend to, or are unable to, comply with these GCT);
2. You fail to make the timely payment of fees for the Software or the Services, if any;
3. We are required to do so by law (for example, where the provision of the Services or Software to You is, or becomes, unlawful);
4. We elect to discontinue the Services or Software, in whole or in part; or
5. there has been an extended period of inactivity in Your free account.

11. Miscellaneous

Except as otherwise provided in the Contractual Relationship, it is agreed that, in the event of any disputed or unresolved claim, debt or obligation, any and all rights to set-off and/or rights to retain funds are expressly waived.

No amendment or modification of the Contractual Relationship shall be valid or binding on You and Us unless made in writing (including emails or acceptance of terms and conditions by You on Our website). This shall also apply to the foregoing sentence.

No party shall assign its rights and obligations under this Contractual Relationship without the other party`s prior written consent.

Should any provision of the Contractual Relationship be invalid or unenforceable, the remaining provisions shall be valid. In the place of an invalid provision, a valid provision is presumed to be agreed upon by You and Us, which comes economically closest to the one actually agreed upon.

No failure by a party to exercise or delay on its part in exercising any of its rights or pursuing any of its remedies hereunder shall constitute a waiver of its rights or remedies for any purpose (current or future). No exercise of any right or remedy shall preclude any future exercise thereof or of any other right or remedy.

All disputes arising out of or in connection with the Contractual Relationship between You and Us shall be governed by substantive Swiss law excluding the conflict of law rules and the Laws in treaties including but not limited to the Uniform Law on Purchases (Vienna treaty).

The courts of Winterthur, Switzerland, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Contractual Relationship.