1. General Terms
1.1 Subject of the Agreement and Definitions
1.1.1 Licensed Materials
“Licensed Materials” means the Medicalholodeck software in object code form, including associated documentation (printed or machine-readable) and any related data carriers made available by the Licensor.
The Licensed Materials are licensed, not sold. All rights not expressly granted under this Agreement are reserved by the Licensor. No ownership rights, copyrights, or intellectual property rights are transferred to the Customer.
The Customer is not entitled to receive or use the source code.
Unless otherwise agreed, the Licensed Materials may only be used on the specific computer and/or VR headset on which they were initially activated.
1.1.2 Software
“Software” refers to the executable Medicalholodeck application forming part of the Licensed Materials.
1.2 License Types
By purchasing, installing, or using any license, the Customer agrees to comply with the applicable license terms set out below.
When Medicalholodeck is used in publications or public presentations, proper citation in accordance with Section 6.2 is required.
1.2.1 Student License
The Student License is intended exclusively for non-commercial, private use by an individual natural person.
Commercial use of any kind, including indirect commercial benefit, is strictly prohibited.
The license is personal, non-transferable, and may be used on one device at a time. Use in professional, institutional, educational, research, or clinical environments is not permitted.
Any violation may result in immediate termination of the license.
1.2.2 MD License
The MD License is a commercial license for limited professional use in private medical or clinical practice.
The license is device-bound and non-transferable. An unlimited number of users may access the Software sequentially on the licensed device.
1.2.3 EDU License
The EDU License is intended solely for teaching and training purposes in educational institutions.
The license is device-bound and non-transferable. An unlimited number of users may access the Software sequentially on the licensed device.
1.2.4 PRO License
The PRO License is intended for professional use in hospitals, research institutions, laboratories, and comparable environments.
Scientific research, academic publications, professional presentations, conferences, trade fairs, and public demonstrations are permitted.
The license is device-bound and non-transferable. An unlimited number of users may access the Software sequentially on the licensed device.
There is no limitation on the number of PRO Licenses per institution.
1.3 Additional Services
Consulting, customization, development, training, and support services are provided only under separate written agreements.
1.4 Source Code Escrow
Any source code escrow arrangements require a separate written escrow agreement.
2. Customer Responsibilities
The Customer is responsible for selecting, installing, operating, and maintaining the Licensed Materials and the required hardware, IT infrastructure, and data backups.
The Customer shall ensure compliance with all applicable laws and regulations when using the Licensed Materials.
The Customer is responsible for verifying outputs and results generated by the Software.
3. Right of Use
3.1 Normal Use
Normal Use includes installing, executing, loading, displaying, and operating the Software within the licensed scope, including creation of necessary temporary copies.
Backup and archival copies are permitted solely for security purposes and do not extend usage rights.
Temporary use on a replacement system is permitted in the event of hardware failure.
3.2 Expanded Use
Any use beyond the licensed scope requires prior written consent from the Licensor and may result in additional fees.
Unauthorized expanded use entitles the Licensor to demand cessation and to invoice retroactively.
3.3 Modifications
The Customer may not modify, adapt, translate, or create derivative works of the Licensed Materials without prior written consent.
3.4 Reverse Engineering
Reverse engineering, decompilation, or disassembly is prohibited to the extent permitted by applicable law.
3.5 Resale and Sub-Licensing
Resale, leasing, or sublicensing is prohibited without prior written consent.
4. Delivery, Acceptance, and Replacement
4.1 Delivery
Delivery is made electronically by download.
4.2 Acceptance
The Customer shall test the Software promptly.
Acceptance is deemed granted if no material defects are reported within 30 days of delivery or if productive use begins.
“Productive use” means use in regular operational, educational, or professional activities.
4.3 Delay
If delivery is delayed, the Customer shall grant a grace period of at least 30 days before rescission.
4.4 Replacement
Replacement due to Customer fault may be charged at cost.
5. Fees and Payment
5.1 License Fees
License fees compensate for the granted usage rights.
5.2 Additional Services
Additional services are invoiced separately based on effort.
5.3 Taxes and Expenses
All prices exclude VAT and applicable taxes.
5.4 Payment Terms
Invoices are payable within 30 days net.
5.5 Offsetting
Offsetting is permitted only with undisputed or legally confirmed claims.
6. Intellectual Property and Publications
6.1 Ownership
All intellectual property rights remain with Medicalholodeck AG.
6.2 Publications and Citations
For permitted publications and presentations, the following credit must be used unless otherwise agreed in writing:
"All rights reserved by Medicalholodeck AG, Zurich, Switzerland."
Watermarks must not be removed unless explicitly authorized.
6.3 Confidentiality
The Licensed Materials contain confidential information and trade secrets.
6.4 Technical Protection
Technical protection measures may be implemented and must not be circumvented.
6.5 Audit Rights
The Licensor may conduct audits with reasonable notice during business hours. Audit results shall be confidential.
6.6 Violations
Unauthorized use may result in termination, back fees, audit costs, and liquidated damages equivalent to the annual license fee per violation. Further damages remain reserved.
7. Warranty
7.1 Functionality
The Software shall substantially conform to its documentation.
7.2 Warranty Period
The warranty period is six months from acceptance.
7.3 Remedies
Defects may be corrected via updates, patches, or workarounds.
7.4 Limitations
Continuous error-free operation is not guaranteed.
7.5 Exclusions
Defects caused by misuse, third-party software, or unauthorized modifications are excluded.
7.6 Maintenance
Maintenance services require a separate agreement.
8. Intellectual Property Claims
8.1 Title
The Licensor warrants it has the right to grant this license.
8.2 Defense
The Licensor shall defend valid third-party IP claims and indemnify the Customer.
8.3 Mitigation
The Licensor may modify or withdraw the Software if infringement risks arise.
8.4 Exclusion
Claims caused by Customer misuse are excluded.
9. Liability
9.1 Limitation
Total liability is limited to the higher of the annual license fee or CHF 10,000, excluding personal injury and IP indemnification.
9.2 Force Majeure
Delays due to force majeure extend deadlines.
9.3 Excluded Damages
Indirect and consequential damages are excluded.
9.4 Agents
The Licensor is liable for its agents.
10. Term and Termination
10.1 Commencement
The Agreement becomes effective upon first use.
10.2 Term
Licenses are granted for an initial term of one year and renew automatically upon payment of the applicable fee, unless otherwise agreed.
10.3 Termination by Customer
Termination takes effect at the end of the current term.
10.4 Termination by Licensor
Termination is permitted for material breach after notice and cure period.
10.5 Effect of Termination
All usage rights cease. Archival copies may be retained for legal retention only.
11. Data Protection and Compliance
11.1 Confidentiality
Confidentiality obligations survive termination.
11.2 Data Protection
Data processing shall comply with applicable Swiss and EU data protection laws. A separate data processing agreement may apply.
11.3 Export Control
Export regulations must be complied with.
12. Final Provisions
12.1 Entire Agreement
This Agreement constitutes the entire agreement.
12.2 Amendments
Amendments require written agreement.
12.3 Notices
Notices may be sent by email with confirmation.
12.4 Severability
Invalid provisions do not affect validity.
12.5 Assignment
Assignment requires prior consent.
12.6 Governing Law
Swiss law applies, excluding CISG.
12.7 Jurisdiction
Zurich, Switzerland, is the exclusive place of jurisdiction.