1. Scope and contractual framework
This End User License Agreement (EULA) governs the licensing and use of Medicalholodeck software and related documentation made available by Medicalholodeck AG, Technoparkstr. 1, 8005 Zurich, Switzerland (Licensor). The customer or end user acquiring, installing, accessing, or using the Software is the Customer. The Software is licensed, not sold. All rights not expressly granted remain with the Licensor.
This EULA becomes binding upon the earliest of: (a) the Customer accepting this EULA; (b) the Customer executing an agreement or order that incorporates this EULA; or (c) the Customer installing, accessing, or using the Software.
Where a signed Software License Agreement or other written order agreement identifies this EULA, the documents apply together. In case of conflict, the signed agreement prevails, followed by an accepted quote or order to the extent expressly accepted by the Licensor, and then this EULA.
2. Definitions
Software means the executable Medicalholodeck application or applications licensed to the Customer, including updates supplied under the applicable license offering. Documentation means the user, technical, and product documentation made available by the Licensor. Licensed Materials means the Software and Documentation. Order means a signed agreement, accepted quote, order form, or other written purchasing document accepted by the Licensor. Licensed Device means a supported device to which a device-bound license is assigned.
3. License grant and ownership
Subject to payment of applicable fees and compliance with this EULA and the Order, the Licensor grants the Customer a limited, non-exclusive, non-transferable right to use the Software during the applicable license term and within the scope of the purchased license type. No ownership, copyright, source code, or other intellectual property right is transferred to the Customer.
For device-bound licenses, the license may be assigned to the number of Licensed Devices specified in the Order. Reassignment to replacement or successor hardware is permitted through the Licensor's then-current license-management process, subject to reasonable technical and anti-abuse controls. Temporary use on replacement hardware is permitted in case of hardware failure.
4. License types and permitted use
4.1 Student License
The Student License is for non-commercial personal learning by an individual student currently enrolled at a school, university, medical school, or comparable educational institution. The student may use the Software for their own education and study. Institutional deployment, classroom provisioning by an institution, commercial use, professional services, research conducted on behalf of an institution, and clinical use are not permitted.
4.2 EDU License
The EDU License is for teaching and training by educational institutions. Permitted use includes classroom teaching, anatomy and medical education, simulation and training, faculty preparation, student instruction, and educational demonstrations. Unless expressly stated otherwise in the Order, the license is device-bound and permits sequential use by an unlimited number of authorized students, faculty, and staff on each Licensed Device. EDU Licenses do not authorize diagnostic use or other use requiring regulated medical-device authorization.
4.3 MD License
The MD License is a commercial license for professional, educational, presentation, and non-diagnostic use by individual medical professionals, private practices, clinics, and comparable organizations, within the scope stated in the Order and Documentation. Unless expressly stated otherwise, the license is device-bound and permits sequential use by an unlimited number of authorized users on each Licensed Device.
4.4 PRO License
The PRO License is intended for professional and institutional use in hospitals, research institutions, laboratories, medical organizations, and comparable environments. Research, academic publications, professional presentations, conferences, trade fairs, and public demonstrations are permitted. Diagnostic, therapeutic, surgical-planning, or other regulated medical use is permitted only for Software expressly identified by the Licensor as authorized for that intended purpose in the relevant jurisdiction and only within that authorized intended use.
4.5 Other or custom licenses
The Licensor may offer additional license types or custom usage rights. Their permitted scope is defined in the applicable Order. Where the Order expressly differs from this section, the Order controls for that license.
5. Use restrictions
Except to the extent mandatory law provides otherwise, the Customer may not modify, adapt, translate, or create derivative works of the Licensed Materials; reverse engineer, decompile, or disassemble the Software; remove or circumvent technical protection or license-control measures; sell, lease, sublicense, distribute, or make the Software available to third parties outside the licensed scope; or use the Software beyond the license type, quantity, term, or devices stated in the Order.
Backup or archival copies may be made only where technically applicable and solely for security or legally required retention. Such copies do not create additional usage rights.
If unauthorized use is identified, the Licensor may require cessation of the unauthorized use and payment of the license fees that would have applied to such use, without prejudice to other remedies available under applicable law.
6. Delivery, activation, updates and support
Delivery is generally electronic. License activation, term commencement, and commercial conditions are determined by the applicable Order. The Customer is responsible for compatible hardware, operating systems, network access, IT infrastructure, and backups.
Updates, maintenance, support, training, consulting, customization, development, and other services are provided only to the extent included in the applicable license offering or Order. Additional services may be subject to separate terms and fees.
7. Customer responsibilities and outputs
The Customer is responsible for lawful and appropriate use of the Software, for the accuracy and suitability of data supplied to the Software, and for reviewing and verifying Software outputs before relying on them. The Customer must ensure that authorized users comply with this EULA and applicable law.
8. Medical and regulatory use
Unless the Licensor expressly identifies a specific Software product and version as a regulated medical device authorized for a stated intended purpose in the Customer's jurisdiction, the Software is not intended to replace professional medical judgment and must not be used for diagnosis, treatment decisions, or other regulated medical purposes. Educational, visualization, research, training, and professional non-diagnostic use remains subject to the purchased license type.
Where a regulated Medicalholodeck product is supplied, its authorized intended use, labeling, instructions for use, jurisdictional limitations, and regulatory documentation prevail for that product.
9. Customer data and data protection
The Customer retains responsibility for and rights in data and content it provides or processes through the Software, subject to rights necessary for the Licensor to provide the contracted functionality. The Customer is responsible for having a lawful basis and all necessary permissions to process and upload personal data, medical data, images, and other content.
Where the Licensor processes personal data on behalf of the Customer and applicable law requires processor terms, the parties will apply an appropriate data processing agreement. Processing may differ by product and deployment model, including local processing, customer-controlled infrastructure, or cloud-based services.
Each party shall comply with applicable data-protection laws, including applicable Swiss data-protection law and, where applicable, the EU/EEA General Data Protection Regulation.
10. Intellectual property and attribution
All intellectual property rights in the Licensed Materials remain with the Licensor and its licensors. Technical protection measures and proprietary notices must not be removed or circumvented.
Where academic or scientific attribution is appropriate, the Customer should identify Medicalholodeck and the relevant product in accordance with citation guidance made available by the Licensor. Mandatory attribution or watermark requirements, if any, will be stated in the applicable product documentation or Order.
11. License compliance verification
The Licensor may use reasonable technical license-control mechanisms. If the Licensor has reasonable grounds to suspect material non-compliance, it may request information or written certification reasonably necessary to verify license compliance. Any on-site audit requires reasonable prior notice, must occur during normal business hours, minimize disruption, and respect the Customer's security, confidentiality, and patient-data requirements. Audit information shall be kept confidential and used only for compliance purposes.
12. Warranty
The Licensor warrants that, during the applicable warranty period, the Software will substantially conform to its Documentation when used in accordance with the Documentation and this EULA. Unless a different period is stated in the Order, the warranty period is six months from delivery or activation. The Licensor may remedy material defects through correction, update, patch, replacement, or reasonable workaround.
The Licensor does not warrant uninterrupted or error-free operation. The warranty does not apply to issues caused by misuse, unsupported hardware or third-party software, unauthorized modifications, use outside the Documentation, or circumstances outside the Licensor's reasonable control.
13. Third-party intellectual property claims
The Licensor warrants that it has the right to grant the licenses provided under this EULA. If a third party asserts a claim that authorized use of the unmodified Software infringes its intellectual property rights, the Licensor will defend the Customer against the claim and indemnify the Customer for finally awarded damages or settlements approved by the Licensor, provided that the Customer promptly notifies the Licensor in writing, gives the Licensor control of the defense and settlement, and provides reasonable cooperation.
The Licensor has no obligation to the extent a claim results from Customer modifications, combinations with items not supplied or approved by the Licensor, use outside the licensed scope or Documentation, or continued use after the Licensor has provided a reasonable non-infringing alternative. The Licensor may modify or replace the affected Software, obtain continued usage rights, or terminate the affected license and refund prepaid fees attributable to the unused remainder of the then-current license term.
14. Limitation of liability
To the maximum extent permitted by applicable law, the Licensor's aggregate contractual and non-contractual liability arising out of or in connection with the affected Software shall not exceed the fees paid or payable by the Customer for that Software during the twelve months preceding the event giving rise to the claim. If the applicable license has been in force for less than twelve months, the cap is the fees paid or payable for that license term up to the date of the event.
To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, punitive, or consequential damages, or for loss of profit, revenue, business opportunity, goodwill, or anticipated savings.
Nothing in this EULA excludes or limits liability to the extent such exclusion or limitation is prohibited by mandatory law, including liability for death or personal injury caused by culpable conduct, fraud, or other liability that cannot lawfully be excluded or limited.
15. Term, renewal and termination
The license term is stated in the applicable Order. Unless the Order expressly provides for automatic renewal, a fixed-term license expires at the end of its stated term and may be renewed by mutual agreement or payment and acceptance of a renewal offer. The Customer may cease use at any time, but prepaid fees are non-refundable except where this EULA, the Order, or mandatory law provides otherwise.
Either party may terminate the affected license for material breach if the breach remains uncured for 30 days after written notice, or immediately where cure is not reasonably possible. Upon expiration or termination, usage rights cease. Provisions intended by their nature to survive will survive.
16. Confidentiality
Each party shall protect non-public technical, commercial, business, and other information disclosed by the other party that is identified as confidential or reasonably should be understood to be confidential. Exclusions apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received from a third party without confidentiality duty.
Disclosure is permitted to persons with a need to know and appropriate confidentiality obligations, and where required by law. These obligations survive for five years after disclosure, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
17. Export control and compliance
Each party shall comply with laws and regulations applicable to its performance under this EULA, including applicable export-control and sanctions laws. The Customer shall not use, export, re-export, or transfer the Software in violation of such laws.
18. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control. Affected deadlines are extended for the duration of the event to the extent reasonably necessary.
19. Final provisions
This EULA together with the applicable Order constitutes the contractual framework for the licensed Software. Amendments or waivers must be in writing, including electronic written form where legally sufficient. Notices may be sent to the contractual contact addresses or other addresses designated in writing.
Neither party may assign the agreement without the other party's prior written consent, except that the Licensor may assign it in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer to an affiliate, provided the assignee assumes the applicable obligations.
If any provision is invalid or unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver.
Swiss substantive law applies, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The courts of Zurich, Switzerland, have exclusive jurisdiction, subject to any mandatory jurisdiction required by applicable law.