Terms and Conditions of Use and Digital Content License Agreement

These Terms and Conditions of Use and Digital Content License Agreement (hereinafter the «Agreement») constitutes a legally binding arrangement between the Authorized User (as defined in Section 1.2) and USZ (as defined in Section 1.8) which grants the Authorized User the permission to access the Remote Learning Resources (as defined in Section 1.2) and to use the Published Material (as defined in Section 1.2) on the terms and conditions as set out herein.

1 Definitions

In this Agreement, the terms below shall have the following meanings:

1.1

“Access and Usage Fee" means the fee payable by the Authorized User to USZ as consideration for granting the right to access the Remote Learning Resources and to use the Published Material, as stated on the Online Registration Form.

1.2

“Authorized User” means an individual who is:

(i) a physician with a medical diploma; or

(ii) a member of staff of USZ or another medical institution; or

(iii) a medical student or postgraduate.

and has been authorized by USZ to access the Remote Learning Resources according to Section 2.

1.3

“Educational Purposes” means use for the purpose of education, distance learning, private study and/or research.

1.4

“Intellectual Property Rights” means the collective reference to patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights.

1.5

“Online Registration Form” means the registration form on the website www.dermoscopy.ch filed by the Authorized User for the access to the Remote Learning Resources which references to this Agreement or to which this Agreement is attached.

1.6

“Published Material” means the publications and any other educational material and content made available by USZ to the Authorized Users for Educational Purposes via Vimeo.

1.7

“Remote Learning Resources” means the sources of supply or support provided by USZ under the Agreement, including but not limited to the Published Material.

1.8

“USZ” means the University Hospital Zurich, Department of Dermatology, in Zurich (Switzerland).

1.9

“Vimeo” means the video hosting, sharing and services platform headquartered in New York (USA) which is currently blocked in China.

2 Authorization, Access and Access Restrictions

2.1

To access the Remote Learning Resources, the Authorized User must fill out the Online Registration Form on the website www.dermoscopy.ch and pay the Access and Usage Fee according to Section 6.

2.2

USZ shall provide the Authorized User with remote access and a password through which the Authorized User may access Remote Learning Resources. The Authorized User is responsible for safeguarding and maintaining the confidentiality of its associated login credentials and remains responsible for any and all activities conducted on its Remote Learning Resources.

2.3

Subject to the Authorized User’s full and ongoing compliance with the terms of this Agreement, USZ hereby grants the Authorized User the non-exclusive, non-transferable right to access and use the Remote Learning Resources under the protection of a secure password.

2.4

The Remote Learning Resources is not intended for the use by persons who are subject to jurisdictions which prohibit or restrict its use and/or the use of Vimeo by virtue of their nationality or place of residence or any other reason. This specifically applies to users who are nationals of or reside in China.

3 Intellectual Property Rights and Confidentiality

3.1

The Authorized User acknowledges and agrees that all Intellectual Property Rights in the Published Material are either the sole and exclusive property of USZ or are duly licensed to USZ and that this Agreement does not assign or transfer to the Authorized Users any right, title or interest, except for the right to access Remote Learning Resources and use the Published Material in accordance with the terms and conditions of this Agreement.

3.2

The Authorized User acknowledges and agrees that Published Material is deemed to be confidential information, and without obtaining the explicit consent of USZ, the Authorized User shall not disclose any Published Material to any third parties, except for Published Material that Authorized User can demonstrate (i) is or has become public knowledge (other than through the Authorized User’s unauthorized disclosure), (ii) was rightfully obtained by Authorized User from a third party without breach of any confidentiality obligation, (iii) is independently developed by the Authorized User without use of or reference to such information or (iv) is under the obligation to be disclosed pursuant to applicable laws or regulations or courts orders.

4 Permitted Use and Restrictions

4.1

This Agreement permits the Authorized User, for his own Educational Purposes only, to access the Remote Learning Resources via the secure password in order to view the Published Material.

4.2

Nothing in this permitted use shall be construed as granting any proprietary rights in or to the Published Material.

4.3

The Authorized User is not entitled to:

(a) provide access to or allow use of Remote Learning Resources or Published Material by third parties;

(b) access Remote Learning Resources on an electronic network other than via a secure network;

(c) use all or any part of the Published Material for any purpose other than his own Educational Purposes;

(d) make copies, photos or screen captures of the Published Material;

(e) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party Intellectual Property Right;

(f) perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation.

4.4

The restrictions according to Section 4.3 shall survive any termination or expiration of this Agreement.

5 Data Protection

USZ processes personal data (i) in accordance with Swiss data protection law and, if and to the extent applicable, foreign data protection law, such as the General Data Protection Regulation (GDPR) of the European Union (EU) and (ii) as specified in the privacy policy of the website www.dermoscopy.ch.

6 Access and Usage Fee

6.1

The Authorized User shall pay to USZ the Access and Usage Fee by ways of any of the payment methods made available by USZ and selected by the Authorized User in the Online Registration Form.

6.2

USZ will grant access to the Remote Learning Resources and the Published Material upon receipt of the payment of the Access and Usage Fee according to Section 6.1.

7 Term and Termination

7.1

This Agreement will be effective from the date the Authorized User first accesses the Remote Learning Resources and shall continue until the date specified on the Online Registration Form (the “Initial Term”), unless terminated earlier pursuant to the terms of this Agreement.

7.2

This Agreement will automatically terminate at the end of the Initial Term unless the Authorized User provides written notice and an additional Access and Usage Fee for the Agreement to continue beyond the Initial Term.

7.3

Either USZ or the Authorized User may terminate this Agreement at any time in the event the other party materially breaches the terms of this Agreement.

8 Representations, Warranties and Liability

8.1

USZ warrants to the Authorized User to the best of its knowledge that the Published Material and all Intellectual Property Rights therein are owned by or licensed to USZ and that the Published Material used as contemplated in this Agreement does not infringe any third party Intellectual Property Rights.

8.2

By using the Remote Learning Resources, the Authorized User acknowledges and agrees that the Published Material is provided “as is” and is not meant or intended to serve as a substitute for Authorized User's clinical training, experience and/or professional judgment. Before undertaking any treatment based on the information contained in the Published Material, the Authorized User must confirm such information with other sources and/or reliable specialized healthcare professionals.

8.3

USZ makes no representation and gives no warranty express or implied with regards to the information contained in or any part of the Published Material. To the extent permitted by the governing law according to Section 9.3 below, neither USZ nor auxiliary persons, including but not limited to USZ’ employees and officers and the licensors and authors of the Published Material, shall be liable for direct or indirect loss suffered or incurred by the Authorized User as a result of the use of Remote Learning Resources and/or the reliance on the Published Material. Furthermore, USZ shall not be liable for any loss resulting from a cause over which USZ does not have direct control, including but not limited to failure of electronic or mechanical equipment or telecommunications or internet failures or damages to or destruction of network facilities.

9 Final Provisions

9.1.1 Entire Agreement

This Agreement constitute the entire agreement between the parties relating to the Published Material and supersede all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement of both parties in text form.

9.1.2 Severability

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

9.1.3 Governing Law

This Agreement shall in all respects be governed by and construed in accordance with Swiss law, to the exclusion of the UN Convention on the International Sale of Goods (Vienna Sales Convention).

9.1.4 Jurisdiction

All disputes arising out of or in connection with this Agreement, including disputes regarding its conclusion, validity, binding effect, amendment, breach, termination or rescission shall be subject to the exclusive jurisdiction of the courts of Zurich (Switzerland). The Parties consent to the jurisdiction of these courts, except with respect to injunctive relief sought from a court of competent jurisdiction.

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