END-USER LICENSE AGREEMENT (EULA)
Effective from: 15 July 2022, 2022
AGREEMENT TO TERMS
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE WEB PORTAL AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE “SERVICES”) OF MEDICAL-NOTE SRL IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX, ACCESSING THE MEDICAL-NOTE WEB PORTAL OR BY UTILIZING THE MEDICAL-NOTE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “AGREEMENT” OR “TOS”). THE MEDICAL-NOTE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
The information provided on the Web Portal is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Web Portal from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Web Portal is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Web Portal. You may not use the Web Portal in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
The Web Portal is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Web Portal.
GENERAL TERM AND CONDITIONS
In case of an upgrade of the smart glasses’ firmware, we cannot guarantee our app will be capable to immediately adopt the change.
The Web Portal and the Cloud are accessible from Windows, Linux and Macintosh based PC and Laptop and from Android and iOS-based tablet and smartphone, upgraded to the version 14.0.
Call logs are available on the Web portal during the entire validity period, but not exportable as Excel or PDF files.
Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
INTELLECTUAL PROPERTY RIGHTS
Provided that you are eligible to use the Web Portal, you are granted a limited license to access and use the Web Portal and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Web Portal, the Content and the Marks.
The software provided as part of the service can also include Open Source code and will remain our property. You will acquire the non-sublicensable, non-transferable right to use each MEDICAL-NOTE solution in the mode defined “as a service”. The service is limited to the use of the software and does not allow editing or introducing changes to the MEDICAL-NOTE Web Portal and to the mobile Application installed on the ‘Smart Glasses’ which are provided by us as a part of the service. We are the owner of all exclusive rights for the commercial use and have registered this title at the competent Italian office.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Web Portal (or any portion thereof).
FEES AND PAYMENT
The payment of the license fee is required via wire transfer within 15 days from the subscription date. Payments shall be made in advance at the beginning of the Subscription License period, with a 3 (three) months renewal. We will provide the necessary documentation as required by the regulatory authorities to comply with foreign exchange and tax legislation.
We only accept wire transfer as a form of payment. You may be required to purchase or pay a fee to access some of our services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in Euros or USD. Payments with other currencies may be considered.
You agree to pay all charges or fees at the prices then in effect for your purchases.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Web Portal.
All the maintaining costs related to the application servers (electricity, physical security of the data center, disaster recovery, helpdesk with users) are under our responsibility as provider of the service.
All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. If you cancel the service within 14 days of the initial order, the refund will be complete. If you cancel your subscription after 14 days, the payment is non-refundable and the service will continue until the end of the contractual period. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services or desire to delete your account linked to the MEDICAL-NOTE Web Portal, please email us at email@example.com or call us at 0587 083099.
The customer support is activated with your subscription and available from Monday to Friday, 9:00-18:00 GMT +1, Italian time or GMT + 2 in northern hemisphere Summer period.
You may not access or use the Web Portal for any purpose other than that for which we make the Web Portal available. The Web Portal may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Web Portal, you agree not to:
Systematically retrieve data or other content from the Web Portal to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Make any unauthorized use of the Web Portal, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use a buying agent or purchasing agent to make purchases on the Web Portal.
Use the Web Portal to advertise or offer to sell goods and services.
Circumvent, disable, or otherwise interfere with security-related features of the Web Portal, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Web Portal and/or the Content contained therein.
Engage in unauthorized framing of or linking to the Web Portal.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Make improper use of our support services or submit false reports of abuse or misconduct.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Interfere with, disrupt, or create an undue burden on the Web Portal or the networks or services connected to the Web Portal.
Attempt to impersonate another user or person or use the username of another user.
Sell or otherwise transfer your profile.
Use any information obtained from the Web Portal to harass, abuse, or harm another person.
Use the Web Portal as part of any effort to compete with us or otherwise use the Web Portal and/or the Content for any revenue-generating endeavor or commercial enterprise.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Web Portal.
Attempt to bypass any measures of the Web Portal designed to prevent or restrict access to the Web Portal, or any portion of the Web Portal.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Web Portal to you.
Delete the copyright or other proprietary rights notice from any Content.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Web Portal or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Web Portal.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Web Portal, or using or launching any unauthorized script or other software.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Web Portal.
Use the Web Portal in a manner inconsistent with any applicable laws or regulations.
USER GENERATED CONTRIBUTIONS
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
By submitting suggestions or other feedback regarding the Web Portal, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Web Portal. You are solely responsible for your Contributions to the Web Portal and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
MOBILE APPLICATION LICENSE
You, as the Administrator User, will be provided with the responsibility to manage your organization’s software and users. You can delete a user to create a new one and assign it to any other employee. Despite you being the administrator, you cannot change or modify your User ID and Password, which are automatically generated and supplied to you by our Technical Support team.
Apple and Android Devices
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Web Portal (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
The periodic fee does not include the transfer of any ownership rights over the software user license. All the managed and processed data are and remain under your property.
THIRD-PARTY WEBSITE AND CONTENT
WEB PORTAL MANAGEMENT
The data protection officer of our company can be contacted on firstname.lastname@example.org.
TERM AND TERMINATION
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
This Subscription License Agreement is valid for a period of 12 (twelve) months, starting from the date of Purchase (“Initial Subscription Period”) and shall be renewed at your discretion for a further period of 12 (twelve) months by sending MEDICAL-NOTE Srl a notice to renew at least 1 day before to the expiry date of the Initial Subscription Period.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Web Portal at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Web Portal. We also reserve the right to modify or discontinue all or part of the Web Portal without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Web Portal.
It is possible to access the Web Portal and the Cloud from both mobile devices and personal computers.
We guarantee to refund you by extending the length of our service in case of failure maintaining the uptime at the standard level. Subscription validity will be extended for one day if the Web Portal will not be available for 1 (one) working hour and for the same amount of days in case of a full-service interruption. The extension will have validity immediately after the contract expiring date.
These conditions are governed by and interpreted following the laws of Italy, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. Medical-Note Srl and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Rome, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in Italy, or in the EU country in which you reside.
All disputes arising out of or in connection with the present agreement which cannot be settled amicably shall be finally decided by three arbitrators. The seat of arbitration shall be Rome, Italy. The language of the proceedings shall be Italian. Applicable rules of substantive law shall be the law of Italy.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Web Portal that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Web Portal at any time, without prior notice.
THE WEB PORTAL IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE WEB PORTAL AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEB PORTAL AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEB PORTAL’S CONTENT OR THE CONTENT OF ANY WEBSITE LINKED TO THE WEB PORTAL AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEB PORTAL, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEB PORTAL, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEB PORTAL BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEB PORTAL. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEB PORTAL, ANY HYPERLINKED WEBSITE, OR ANY WEB PORTAL OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEB PORTAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID FOR OUR SERVICES.
We will maintain certain data that you transmit to the Web Portal for the purpose of managing the performance of the Web Portal, as well as data relating to your use of the Web Portal. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Web Portal. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Web Portal, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Web Portal, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEB PORTAL. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
In order to resolve a complaint regarding the Web Portal or to receive further information regarding use of the Web Portal, please contact us at:
Polo Tecnologico di Navacchio
Via Mario Giuntini, 63, 3 Lotto - 56023 Navacchio
Pisa - Italy
Tel. 0587 083099