CONTACT DETAILS OF CONTACT PERSON
SUBJECT OF THE AGREEMENT
SCOPE OF USER´S LICENSE
- The User can only use the Software (User´s license), when he/she is allowed to do so on the basis of valid license held by the Licensee or valid sublicense granted by the Licensee.
- The User can only use the Software for making and recording orders of orthotic and prosthetic Goods from Invent Medical, storing data about treatment of patients who use such Goods (e.g. medical records, photographs documenting the treatment etc.), and use other functionalities that were made available to the User for User´s internal needs.
- The User shall not use the Software under any circumstances in such manner that would constitute economic competition with Invent Medical or that could harm Invent Medical.
- The term of User´s license is limited by:
- existence of the license of the Licensee,
- period of duration of the agreement.
- The User is not allowed to reproduce, distribute, lease, lend, exhibit, communicate the Software to the public or to make the Software available to any third persons.
- The User will not receive source codes of the Software. The User is not allowed to gain the source code, modify the Software in any way nor connect it with another software.
- The User shall not assign his or her license or its part to a third person, nor grant sublicense the Software to any third person.
- This clause applies also to any contents of the Software, inputs and outputs of the Software (order forms, 3D scans etc.), and other copyrighted works provided by Invent Medical in relation to the agreement, with the exception of advertising materials.
- No license fee will be charged.
USE OF THE SOFTWARE
- The User can make orders of Goods in the Software and apply the Goods to the patients only if he/she has passed certified trainings provided by Invent Medical or its partners and received the necessary certificate.
- The User shall report any unavailability, problems or issues that occur in the Software both to the Licensee and to Invent Medical.
- The User shall ensure that its operating environment and Workstations meet the current system requirements of the Software throughout the entire term hereof. Invent Medical accepts no liability for any loss of competency of the User´s operating environment and/or Workstations to run the Software.
- The User shall observe maximum anonymization of patient´s data entered in the Software. The personal data should never be entered in the fields which do not require so (e.g. notes, order identification). Instead, the unique Order identifier or different code of patient shall be used.
- The User shall ensure physical and cyber security of its operating environment and Workstations to prevent any loss or misuse of Software, Database and data therein. The User shall keep login information (username and password) secret and shall not share them with another person. The User shall immediately notify to both Licensee and Invent Medical any cyberattack, loss or misuse of the data in the Software and Database, including loss or misuse of User´s login information to the Software. Any order in the Software made with the User´s login information is deemed to originate from the User.
- Invent Medical can access data in the Database. Invent Medical is not responsible for ensuring the integrity or availability of the data in the Database and shall not make any data backups. The User shall ensure that all data in Databases is always backedup and protected by sufficient means against change, loss and destruction.
USE OF THE ADVERTISING MATERIALS AND INTELLECTUAL PROPERTY LINKED TO GOODS
DUTY OF CONFIDENTIALITY
- Confidential information is all non-public, manufacturing-related or business information, written or oral, whether or not it is marked as confidential, that has been disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation. The confidential information includes in particular, but is not limited to:
- technical and manufacturing data, manufacturing methods and processes, know-how, algorithms, software, source and binary codes of computer programmes, data files, inventions and discoveries, analysis, internal instructions and directives, documentation of know-how, security usernames and passwords;
- information shared prior to the effective date hereof, if it would otherwise be considered as confidential information according to this definition.
- The User shall hold all confidential information and trade secrets in confidence. The User shall use the confidential information solely for the purpose of cooperation with Invent Medical and Licensee according to the agreement.
- The User will exercise maximum effort to protect the confidential information from any loss, leak or misuse by implementing appropriate security measures.
- Invent Medical does not provide any warranty to Software.
- Invent Medical cannot be held liable for any direct or indirect damage, even if it was previously warned that damage can be incurred, including but not limited to lost profits, special damage, accidental damage or non-material damage, caused to the User in connection with Software and Database (including but not limited to unavailability of the Software, problems or incidents in the Software, unavailability or loss of data, data corruption, loss of competency of the User´s operating environment and/or Workstations to operate new versions of the Software).
- Shall in any case Invent Medical be held liable to pay any compensation for damage to the User, the parties agree that Invent Medical shall pay a maximum compensation in the amount of EUR 100.
- User is liable for fulfilling all laws and regulations applicable to his or her authorization to order and apply the Goods to his or her patients, if this activity is performed by such User.
BREACH OF THE AGREEMENT
- If the User breaches the license provisions according to clause 4, rules of use according to clause 5, rules of use of advertising materials according to clause 6, rules of use of goods according to clause 7, duty of confidentiality according to clause 9, or non-compete obligation according to clause 11, the User shall pay contractual penalty of EUR 500.000.
- Payment of any contractual penalty shall in no way prejudice the right to compensation for damage to the full extent. All contractual penalties are due by the 14 (fourteenth) day of the date on which the non-breaching party made the claim.
TERMINATION OF THE AGREEMENT
- This agreement terminates exclusively in following manners:
- when the license to the Software between the Licensee and Invent Medical terminates,
- when the cooperation between the Licensee and the User terminates,
- by declination of the amended agreement according to clause 14.6. by the User,
- by agreement of the parties,
- by written termination notice for convenience by Invent Medical. The termination period is 1 month and shall commence on the day following the delivery of termination notice to the User,
- by written withdrawal notice by Invent Medical in case the User substantially breaches the agreement. The User substantially breaches the agreement, in particular, but not limited to, if he/she breaches the duty of confidentiality according to clause 9, license provisions according to clause 4, rules of use according to clause 5, rules of use of advertising materials according to clause 6, use of goods according to clause 7, or non-compete obligation according to clause 11.
- Regardless the reason and the manner of termination of the agreement, the rights and obligations agreed under the following clauses shall survive the termination of the agreement: clause 10 (liability), clause 11 (non-compete), clause 12 (breach of the agreement), clause 13 (termination of the agreement), clause 14 (final provisions). Duty of confidentiality under clause 9 shall last:
- for confidential information which constitutes trade secret as long as such confidential information maintains the status of a trade secret under the governing law,
- for other confidential information for the period of 15 years following the termination date of the agreement.
- The agreement and all legal relationships arising from or in connection herewith shall be governed by the laws of the Czech Republic without its provisions on conflict of laws.
- The parties shall communicate and send any notifications or requests in Czech or English language, otherwise they are deemed not to be made. The communication shall be done through the contact person of Invent Medical, whose contact details are indicated in clause 2.
- The parties agree that any dispute between them shall be settled amicably. If the parties fail to reach an amicable resolution to the dispute, any such dispute arising from the agreement and/or in connection with it shall be finally decided by the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court. The language of the proceedings shall be English. In case the dispute would not fall within the competence of the aforesaid arbitration court, it shall be decided by courts of the Czech Republic located in Ostrava.
- Unless provided with a written consent of Invent Medical, User may not assign the agreement or any claim or receivable arising therefrom.
- Should any of the provisions hereof be or become invalid, void, ineffective or unenforceable, this fact shall not affect the rest of the agreement. The parties agree to replace any such invalid, ineffective, void or unenforceable provision of the agreement with a provision that is valid, effective, not considered void, enforceable and with the same business and legal meaning within 14 (fourteen) days of receiving a written request from the other party.
- Invent Medical can amend this agreement at any time. The amended agreement shall be made available to the User in the Software in advance before it enters into force, thus the User can familiarize him/herself with the amended agreement. The User can accept or decline the amended agreement when entering the Software after the amended agreement enters into force. In case of declination of the amended agreement, the license to the Software and the agreement terminate.
Database is the Software database and all data inserted into it by the Users.
Goods are orthotic and prosthetic products that are sold by the seller to the buyer, in particular orthotic insoles, cranial remoulding orthoses, pediatric ankle foot orthoses, adult ankle foot orthoses, protective face masks, transtibial prosthetic sockets, arm orthoses, unloading foot orthoses, and other products according to current offer of the seller.
Invent Medical is Invent Medical Group, s.r.o., a company incorporated under the laws of Czech Republic, ID: 04611535, Tax ID: CZ04611535, with its registered office at Technologická 376/5, Pustkovec, 708 00 Ostrava, Czech Republic, registered in the commercial register held by the Regional court in Ostrava under file No. C 64405.
Licensee is the clinic or other provider of medical services that has concluded General Agreement for Sale of Orthotic and Prosthetic Goods with Invent Medical and is cooperating with the User in relation to purchase of Goods from Invent Medical.
Software is a cloud software solution Invent Medical Platform provided by Invent Medical as Software as a Service, available from https://platform.inventmedical.com, https://admin.inventmedical.com, in App Store as 8sole app and Invent Medical Configurator app that can be installed on computer (PC or MAC) as Invent Medical Platform. The Software serves to make and record orders of the Goods, and to store data about treatment of patients who use the Goods (e.g. medical records, photographs documenting the treatment etc.).
User is the employee of the Licensee, who can use the Software on the bases of license held by the License.
Workstation is each single server, PC, tablet or mobile device on which the Software is used.
This agreement lays down the rules of use of the Software by the User.
Nothing in the agreement grants the User any authorization to use Invent Medical´s patents, inventions, registered or unregistered designs or other intellectual property rights or similar rights, unless it is expressly allowed by the agreement. The use of Invent Medical´s know-how and trade-secrets is strictly limited to use which is necessary for handover and/or application of the Goods to patients and subsequent treatment of patients with such Goods. The User is strictly prohibited to use any abovementioned rights to manufacture products similar or identical to the Goods or conduct any activity as a competitor of Invent Medical.
Invent Medical deals with the personal data of the User according to www.inventmedical.com/privacy/.
The User shall not, for the period of time when the agreement is in force and 5 (five) years after its termination, within the territory of the world, conduct activity in the field of designing, developing, creating or manufacturing any products of the same nature as Goods or Software.