Terms and Conditions
You (“you” or “your”) are receiving these terms and conditions because you wish to use the solution developed by MyMedBot SARL, a société à responsabilité limitée, governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 18 Beim Fussebur, L-5364 Schrassig and registered with the Luxembourg Registre de Commerce et des Sociétés under number B222512 (“MyMedBot” or “we”, “us” or “our”) at the request of the educational institution who has requested your access to this solution (the “Educational Institution”).
These terms and conditions constitute a legally binding agreement made between you and MyMedBot. You agree that by accessing the solution, and by selecting the “accept button”, you have read, understood, and agree to be bound by all of these terms and conditions. If you do not agree with all of these terms and conditions, then you should click on the “decline button’ in which case you will be expressly prohibited from using the solution and you must discontinue the use immediately. These terms and conditions do not affect the rights and obligations deriving from any agreement regarding the solution or otherwise, that may be in place from time to time (i) between you and the Educational Institution or (ii) between us and the Educational Institution.
Regarding construing “you” and its variations, we rely on the context of the usage herein to differentiate between the parent and the student when relevant and sometimes specify which version to apply if we feel “you” could be construed incorrectly. “You” applies to both parent and the child (student). The default “you” is whoever is using the app and providing consent to these terms and conditions. If a student is at least 18 or in post-secondary education, the default “you” is the student. If a student is younger than 18 and not in post-secondary education, the default “you” is the parent.
Any consents given by a parent are deemed to be the consent of the child unless the child is at least 18 or in post-secondary education or if the child can consent to these terms and conditions under the applicable local laws. If a parent is using our app on behalf of a child, for as long as the parent is using the app, the parent represents and warrants that the parent has the legal authority to provide consent for and act on behalf of the child.
These terms and conditions may change from time to time. We will inform the you of any changes by updating the terms and conditions on our solution and will notify you through the solution about changes to the terms and conditions and that your continued use of the solution after an update is consent to the then-current terms. These terms and conditions were last updated on 28 July 2020.
1.1“Intellectual Property” means all intellectual property of any description including patents, trademarks (whether registered or unregistered), copyrights (whether registered or unregistered), models, designs, design rights, rights in computer programs, rights in databases, source code, user interfaces, algorithms, semiconductor topography rights, proprietary rights in Know-how, including trade secrets and other confidential information, and any other form of legally protectable intellectual or industrial property rights anywhere in the world, including where such rights are obtained or enhanced by registration, any registrations of such rights and applications and rights to apply for such registrations, together with all rights of actions in relation to the infringement of any of the above. Intellectual Property shall include any and all primary, secondary and derivative rights relating to the solution.
1.2 “Know-how” means any unpatented technical information (including, without limitation, processes, methods, software algorithms, information or knowledge relating to inventions, discoveries, concepts, methodologies, models, research, development and testing procedures, the results of experiments, tests and trials, manufacturing processes, techniques and specifications, control data, scientific analyses, reports and submissions) that is not in the public domain.
1.3 “MDR” means Regulation (EU) 2017/745 of the European Parliament and of the council of 5 April 2017 on medical devices, amending Directive 2001/83/EC, Regulation (EC) No 178/2002 and Regulation (EC) No 1223/2009 and repealing Council Directives 90/385/EEC and 93/42/EEC, as amended from time to time.
1.4 “Reported Data” means any and all data (including personal data, metadata and system generated data), content and information, including any and all output, reports, data and analyses, owned, held, used or created by or on behalf of you, that is stored using, or inputted into, the solution.
2. USE OF SOLUTION
2.1 You must use the solution in accordance with these terms and conditions and the instructions of the Educational Institution (insofar as these instructions do not violate any provision of these terms and conditions and are in accordance with the purposes for which MyMedBot markets the solution), and in accordance with local applicable laws.
2.2 You may not resell or make the solution available to any third party or otherwise commercially exploit the solution.
2.3 When using the solution, you must:
a. not impersonate another person or misrepresent authorisation to act on behalf of others or MyMedBot;
b. correctly identify the sender of all electronic transmissions;
c. not attempt to undermine the security or integrity of the solution;
d. not use or misuse the solution in any way which may impair the functionality of the solution or impair the ability of any other user to use the solution;
e. not attempt to view, access or copy any material or data other than that which you are authorized to access and to the extent necessary for you to use the solution in accordance with these terms and conditions;
f. neither use the solution in any manner, nor transmit, input or store any data or Reported Data that breaches any third party right (including Intellectual Property Rights and privacy rights) or is unlawful, incorrect or misleading.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge and agree that MyMedBot (or its third-party licensors) retain all right, title and interest (including all Intellectual Property Rights) in and to the solution.
3.2 If you provide MyMedBot with ideas, comments or suggestions relating to the solution (the “Feedback”), all Intellectual Property Rights in that Feedback and anything created as a result of the Feedback are owned solely by MyMedBot and MyMedBot may use or disclose the Feedback for any purpose.
4.1 You acknowledge that:
a. complex software is never wholly free from defects, errors and bugs and subject to the other provisions of these terms and conditions, MyMedBot gives no warranty or representation that the solution will be wholly free from defects, errors and bugs; and
b. complex software is never entirely free from security vulnerabilities and subject to the other provisions of these terms and conditions, MyMedBot gives no warranty or representation that the solution will be entirely secure.
4.2 You acknowledge that:
a. the solution or any component of the solution do not constitute a medical device in the sense of the MDR and that the solution is not intended to be used to diagnose, prevent, monitor, predict, prognose, treat or alleviate diseases;
b. the solution or any component of the solution is not intended to create a medical record of any of its users; and
c. the solution is provided “as is” and “as available” without express or implied warranty or condition of any kind.
4.3 MyMedBot makes no representation concerning the quality of the solution and does not promise that the solution will meet your or the Educational Institution’s requirements or be suitable for a particular purpose, including that the use of the solution will fulfil or meet any statutory role or responsibility of the Educational Institution.
4.4 No warranties beyond what is included in this Section 4, express or implied, are included as part of the solution.
5.1 To the maximum extent permitted by applicable law, in no event will MyMedBot be liable to you for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products or services arising out of or in connection with the solution, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not MyMedBot has been advised of the possibility of such damages.
5.2 You agree to defend, indemnify, and hold MyMedBot harmless (including its subsidiaries, affiliates, and all of its respective officers, agents, partners, and employees), from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
a. your use of the solution;
b. breach of these terms and conditions;
c. your violation of the rights of a third party, including but not limited to Intellectual Property Rights.
5.3 Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
6. FORCE MAJEURE
6.1 MyMedBot shall not be liable for delay or failure to provide the solution, insofar this is prevented by a force majeure event.
6.2 A force majeure event includes, without limitation, a flood, storm and other acts of god or nature, actual or potential pandemic, epidemic or other possible spreading of, or exposure to, a disease, actual or threatened health emergency or quarantine restriction, actual or threatened acts of war or armed conflict, riot, civil commotion or act(s) of terrorism or insurrection, compliance with any law, rule, regulation, direction or other governmental order, delays or cancellations of airlines, mass transit or other common carrier, malicious damage by an unrelated third party (and provided that in the case of a data breach, that the party claiming relief hereunder was in compliance with the applicable laws and these terms and conditions at the time), strikes, lock-outs or other industrial disputes (except involving the workforce of the party claiming relief hereunder), failure of a utility service (including shortages or disruption of electrical power supply) or transport or telecommunications network (other than due to a failure of the party claiming relief hereunder), or an accident, breakdown of plant or machinery (other than due to the acts or omissions of the party claiming relief hereunder).
7. TERMINATION AND SUSPENSION
7.1 You acknowledge that you will immediately cease to have access to the solution in case of termination of the agreement between MyMedBot and your Educational Institution.
7.2 MyMedBot may restrict or suspend your access to the solution and/or delete, edit or remove the relevant Reported Data if MyMedBot considers that the you have:
a. undermined, or attempted to undermine, the security or integrity of the solution;
b. used, or attempted to use, the solution for improper purposes; or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the solution;
c. transmitted, inputted or stored any data that breaches or may breach these terms and conditions or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be unlawful, incorrect or misleading; or
d. otherwise materially breached these terms and conditions.
7.3 MyMedBot will notify you where it restricts or suspends your access, or deletes, edits or removes your Reported Data under clause 7.2.
If any of the provisions of these terms and conditions is held invalid or unenforceable, and unless the invalidity or unenforceability thereof does substantial violence to the underlying intent and sense of the remainder of these terms and conditions, such invalidity or unenforceability shall not affect in any way the validity or enforceability of any other provisions of these terms and conditions, except the invalidated or unenforceable provision. In the event any provision is held invalid or unenforceable, the parties shall attempt to agree on a valid and enforceable provision which shall be a reasonable substitute for such invalid or unenforceable provision in the light of the content of these terms and conditions and, on so agreeing, shall incorporate such substitute provision in these terms and conditions.
9. JURISDICTION AND APPLICABLE LAW
You agree that these terms and conditions are managed, interpreted and executed in accordance with the laws of the Grand Duchy of Luxembourg without regard to conflicts of laws of the US or any US state and any dispute will be subject to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg. You agree that the courts of the Grand Duchy of Luxembourg have personal jurisdiction over you (including the parent and the student) for any disputes arising hereunder and hereby waive any claims or assertions to the lack of personal jurisdiction or forum non conveniens in the courts of the Grand Duchy of Luxembourg.