Versius Connect - Terms and Conditions
1. Your Agreement.
1.1 Your relationship is with CMR Surgical UK Limited, and the Terms are governed by the laws of England and Wales. For customers in India, CMR Surgical Systems India is acting as an authorized agent of CMR Surgical UK Limited and is entering into this contract in its capacity as agent for CMR Surgical. You may have additional rights under the law. We do not seek to limit those rights where it is prohibited to do so by law.
1.2 Our Services and Software connected with the app are licensed, not sold, to you, and may also be subject to one or more of the additional terms below (“Additional Terms”). If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to that Service or Software. The Additional Terms are subject to change.
2.2 Desktop Application Usage Information. You have the option to share information with us about how you use our applications.
2.3 Our Access to Your Content. We will only access, view, or listen to your content (defined in section 4.1 below) in specific ways. For example, in order to perform the Services, we may need to access, view, or listen to your Content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce the Terms.
3.1 License: subject to your compliance with the Terms and the law, you may access and use the Services and Software.
3.2 CMR Surgical Intellectual Property: CMR Surgical remain the sole owner of all rights, title, and interest in the Services or Software. Except as stated in the Terms, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Services or Software. We reserve all rights not granted under the Terms.
3.3 Storage: we recommend that you back up your Content regularly. We may create reasonable technical limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account. At the end of your license term, we will use reasonable efforts to allow you to transition your Content out of the Services. The transition must be completed within 30 days from the date of the termination or expiration of your license term. At the end of this 30-day transition period, we reserve the right to delete your Content.
3.4 User-Generated Content. We may host user-generated content from our users.
3.5 Sample Files. “Sample Files” means CMR Surgical-provided files such as content images, clip art, stock images, or sounds for use in tutorials, demonstrations, and for other trial purposes, which may be identified as sample files. Sample Files cannot be used for any other purpose than for which they were provided. You cannot distribute Sample Files on a stand-alone basis (i.e., in circumstances in which the Sample Files constitute the primary value of the product being distributed), and you cannot claim any rights in the Sample Files.
3.6 Content Files. “Content Files” means CMR Surgical assets provided as part of the Services and Software. Unless documentation or specific licenses state otherwise, we grant you a personal, non-exclusive, non-sublicensable, and non-transferable license to use the Content Files to create your end use (i.e., the derivative application or product authored by you) into which the Content Files, or derivations thereof, are embedded for your use (“End Use”). You may modify the Content Files prior to embedding them in the End Use. You may reproduce and distribute Content Files only in connection with your End Use, however, under no circumstances can you distribute the Content Files on a stand-alone basis, outside of the End Use.
4.1 Content. “Content” means any material, such as audio files, video files, electronic documents, or images, that you upload and import into the Services or Software in connection with your use of the Services.
4.2 Ownership. You retain certain rights and ownership to your Content. By agreeing to these General Terms, you confirm that you have complied with all local information governance requirements as set out from time to time by your employer that fall outside the scope of this agreement.
4.3 Licenses to Your Content in Order to Operate the Services and Software. We require certain licenses from you to your Content in order to operate and enable the Services and Software. When you upload Content to the Services and Software, you grant us a nonexclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your Content, for example), publicly perform, and translate the Content as needed in response to user-driven actions (such as when you choose to privately store or share your Content with others). This license is only for the purpose of operating or improving the Services and Software. By agreeing to these General Terms, you consent to CMR Surgical holding certain data in respect of your use of the app and anonymised content e.g., videos.
4.4 Termination of License. You may revoke this license to your Content and terminate our rights at any time by removing your Content from the Service. Some copies of your Content may be retained as part of our routine backups, however.
6.1 Responsible Use. The CMR Surgical communities often consist of users who expect a certain degree of courtesy and professionalism. You must use the Services and Software responsibly.
6.2 Misuse. You must not misuse the Services or Software. For example, you must not:
(a) copy, modify, host, stream, sublicense, or resell the Services or Software;
(b) enable or allow others to use the Services or Software using your account information;
(c) use the Software to construct any kind of database other than that allowed by the app;
(d) access or attempt to access the Services or Software by any means other than the interface we provide or authorize;
(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services or Software;
(f) share Content, or engage in behaviour that violates anyone’s intellectual property rights (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights);
(g) upload or share any Content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libellous, vulgar, lewd, profane, invasive of another’s privacy;
(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(i) attempt to disable, impair, or destroy the Services and Software;
(j) upload, transmit, store, or make available any Content or code that contains any viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Services or Software;
(k) disrupt, interfere with, or inhibit any other user from using the Services or Software;
(l) place an advertisement of any products or services in the Services;
(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or
(n) violate applicable laws.
8.1 Warranty. By uploading your Content to the Services or Software, you agree that you have: (a) all necessary consent, licenses and other relevant permissions to use and share your Content (see 4.2 above); and (b) the rights necessary to grant the licenses in the Terms.
8.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable legal fees arising out of or related to your Content, your use of the Services or Software, or your violation of the Terms.
9.1 Unless stated in the Additional Terms, 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 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 (d) any errors or defects in the Services or Software will be corrected.
9.2 We specifically disclaim all 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 of and access to any Service or Software.
9.3 If you post your Content on our servers to publicly Share through the Services, we are not responsible for: (a) any loss, corruption, or damage to your Content; (b) the deletion of Content by anyone other than CMR Surgical; or (c) the inclusion of your Content by third parties on other websites or other media.
11.1 Termination by You. You may stop using the Services and Software at any time.
11.2 Termination by Us. If we terminate the Terms, or your use of the Service(s) for reasons other than for cause, we will make reasonable efforts 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 any Additional Terms, we may, at any time, terminate your right to use and access the Services or Software if:
(a) you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
(b) you materially breach any provision of the Terms, and (i) the breach cannot be corrected; or (ii) we notify you of the breach and you fail to correct it within 14 days of the notice;
(c) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);
(d) we elect to discontinue the Services or Software, in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or
(e) there has been an extended period of inactivity in your free account.
11.3 Termination by Group Administrator. If your group administrator terminates your access, then you may no longer be able to access Content that you or other users of the group have shared on a shared workspace within that Service.
11.4 Survival. Upon the expiration or termination of the Terms, some or all the Services and Software may cease to operate without prior notice. Any perpetual licenses you have will continue in full force and effect, however. Your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in the Terms will survive.
12.1 Screening. We do not review all content uploaded to the Services or Software, but we may use available technologies, vendors, or processes to screen for certain types of illegal content.
12.2 Disclosure. We may access or disclose information about you or your use of the Services or Software: (a) when it is required by law; (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.
14.1 Process. If you have any concern or dispute, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, any resulting legal actions must be resolved through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.
14.2 No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
14.3 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Software in violation of the Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
16.1. Updates to the General Terms and Additional Terms. We may modify these General Terms, any Additional Terms or Subscription and Cancellation terms, for example, to reflect changes to the law or changes to our Services or Software. You should look at the Terms regularly. We will post notice to you of modifications to these General Terms and Additional Terms. By continuing to use or access the Services or Software after the revisions are in effect, you agree to be bound by the revised Terms.
16.2. Updates to the Services and Software. We may modify, update, or discontinue the Services or Software (including any portions or features) at any time, without liability to you or anyone else. However, for changes to paid offerings, we will make reasonable efforts to notify you of the modification, update or discontinuation. If we discontinue the Services or Software in its entirety, we will also allow you a reasonable time to download your Content.
16.3. Availability. Webpages describing the Services and the app are accessible worldwide, but this does not mean all Services or service features are available in your country or that user-generated content available via the Services is legal or available in your country. Access to certain Services (or certain Service features, Sample Files or Content Files) in certain countries may be blocked by us or foreign governments. It is your responsibility to make sure your use of the Services is legal or available where you use them. Services are not available in all languages.
18.1 English Version. The English version of the Terms will be the version used when interpreting or construing the Terms.
18.2 Notice to CMR Surgical. You may send notices to us at the following address: CMR Surgical Ltd, 1 Evolution Business Park, Cambridge, UK, CB24 9NG for the attention of legal counsel.
18.3 Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally accepted means.
18.4 Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Terms to a third party.
18.5 Headings. Headings used in these General Terms or Additional Terms are provided for convenience only and will not be used to construe meaning or intent.
18.6 Severability. If any provision of these General Terms or any Additional Terms is held invalid or unenforceable for any reason, the General Terms and any Additional Terms will continue in full force and effect.