Grant of Licence
Eolas hereby grants the Healthcare Organisations a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely for the purposes of setting up and making available Healthcare Organisation Content, which information may be accessed by End Users via the Companion App.
Provision of support and maintenance
Eolas shall provide the Healthcare Organisation with email support in relation to the Software during Eolas’ normal business hours. Eolas will endeavour to help the Healthcare Organisation locate and correct any problems that may occur with the Software. Eolas may from time to time take the Software offline for scheduled or emergency maintenance. Eolas will use reasonable endeavours to minimise disruption to the Healthcare Organisation to carry out such maintenance.
Duration of licence grant
The Terms shall remain in force for the Effective Dates agreed with the Healthcare Organisation. In addition to any other rights under these Terms, Eolas shall have the right to suspend the use of the Software and the use of the Companion App by End Users.
Restrictions on use of the Software
The Healthcare Organisation must not remove any copyright or other proprietary notices from any materials provided by Eolas. Unless expressly permitted by law, the Healthcare Organisation shall not modify, adapt, or create derivative works of the Software, nor translate, reverse engineer or reengineer the Software. The Healthcare Organisation must not disclose the Software or provide its access credentials for the Software to any third party (disclosure within the Authorised Hospitals is permitted). The Healthcare Organisation must not attempt to access any systems, programs or data of Eolas other than those authorised under these Terms. The Healthcare Organisation must notify Eolas immediately if it learns of any unauthorised use of or access to any part of the Software.
Healthcare Organisation Content
The Healthcare Organisation may use the Software to make available Healthcare Organisation Content to End Users through the Companion App, and grants Eolas such rights as Eolas may reasonably require to use the Healthcare Organisation Content to provide access to it through the Software and the Companion App. Eolas claims no ownership over any Healthcare Organisation Content. If the Healthcare Organisation uploads any content not owned by the Healthcare Organisation, i.e. national guidance or other materials they are responsible for that content, ensuring it is updated and ensuring any associated copyright is respected. The Healthcare Organisation warrants that it has the permission to make the Healthcare Organisation Content available to Eolas and to the End Users through the Software and the Companion App. The Healthcare Organisation hereby indemnifies Eolas against any and all costs, damages, losses and penalties that Eolas may suffer in respect of any claim that Eolas’ hosting and use of the Healthcare Organisation Content as contemplated by these Terms infringes the rights of any third party. The Healthcare Organisation is free to update or remove Healthcare Organisation Content from the Software at any time. The Healthcare Organisation shall use its best endeavours to ensure that the Healthcare Organisation Content is accurate, up-to-date, and complete at all times. The Healthcare Organisation shall ensure that no Healthcare Organisation Content contains any illegal, defamatory, or offensive materials. The Healthcare Organisation acknowledges that Eolas does not monitor or moderate any Healthcare Organisation Content. The Healthcare Organisation hereby gives permission for any educational content which forms part of the Healthcare Organisation Content to be made available to other third party users of the platform. The Healthcare Organisation may incorporate similarly-shared educational content from other such hospital Healthcare Organisations as part of the Healthcare Organisation Content. The Healthcare Organisation hereby waives any and all claims it may have against Eolas or any other authorised licensee of the Software in relation to the accuracy or completeness of any such shared educational content including the Community Content and acknowledges that all parties sharing such educational content do so in good faith. Community content is Open-source content from researchers and educators in this medical speciality may be made available through the Companion App for education and learning purposes. Examples of this are interesting research papers and educational content. The Healthcare Organisation acknowledges that Community Content is derived from publicly available information sources and Eolas shall not be liable for this Content. Eolas Medical may use Healthcare Organisation Content to develop new features, any intellectual property generated by this will be owned in perpetuity by Eolas Medical.
Ownership of the Software and the Companion App
The Software and the Companion App are protected by copyright, database rights, and other intellectual property rights around the world. Eolas and its third party licensors retain all title to, and all rights and interest in the Software and the Companion App and all copies, versions, enhancements and derivative works thereof, and all related documentation and materials, the trade marks, brand names, icons and logos, and any and all intellectual property throughout the world in the foregoing. Except for the limited rights granted under these Terms, nothing shall be construed as Eolas granting to the Healthcare Organisation or an End User any right, title or interest in or to the Software, the Companion App, or other intellectual property rights of Eolas.
Other than as expressly set forth in these Terms, Eolas does not make any express or implied warranties, conditions, or representations to the Healthcare Organisation or any End User with respect to the Software, the Companion App, or any Community Content, whether oral or written, express or implied. Without limiting the foregoing, any implied warranty or condition of merchantability, the implied warranty against infringement, and the implied warranty or condition of fitness for a particular purpose, quality, accuracy or availability are expressly excluded and disclaimed. Eolas does not warrant that the use of the Software or the Companion App shall be uninterrupted or error-free or that there will be no loss of transmitted information. Eolas waives all liability in relation to any reliance placed upon the Community Content by the Healthcare Organisation or any End User as this is advice and guidance only.
Limitation of Liability
To the maximum extent permitted by law, Eolas will not be liable for any direct, indirect or consequential damages or losses arising in relation to these Terms or use of the Software or the Companion App or any Community Content in any way, including, without limitation, under any indemnity, as damages for breach of contract, loss of profits, loss of goodwill, work stoppage, device failure or malfunction, or any and all other commercial damages or losses, the cost of procuring substitute products, services or technology, or any amounts in excess of the fees paid to Eolas under these Terms during the six (6) months preceding the date the cause of action arose.
The Healthcare Organisation assumes total responsibility and risk for its use of the Software and the use by the Authorised Hospitals and End Users of the Companion App. The Healthcare Organisation shall indemnify, defend and hold Eolas harmless from and against all claims, suits, proceedings, awards, judgments, penalties, fines, damages, losses, liabilities, costs and expenses resulting from any and all third party claims against Eolas relating to any breach of these Terms or any reliance made upon Healthcare Organisation Content, Community Content, or any information made available using the Software or the Companion App. As used in this section, “Eolas” includes its employees, directors, officers, agents, representatives, subcontractors, service providers and suppliers.
These Terms and the rights granted to the Healthcare Organisation shall terminate on receipt of a termination notice issued by Eolas if the Healthcare Organisation fails to comply with any of the terms and conditions of these Terms (including non-payment within the time period specified). Either party may terminate these Terms upon written notice in the event that the other party files a petition in bankruptcy or proceedings in bankruptcy are instituted against it, or any court assumes jurisdiction of such party and its assets pursuant to proceedings under any bankruptcy or reorganisation act, or a receiver is appointed of that party’s assets or that party makes an assignment for the benefit of its creditors. Upon termination, all licenses granted herein shall terminate, Eolas may revoke the Healthcare Organisation’s access to the Software, and all use by End Users and Authorised Hospitals to the Companion App. Such termination shall be without prejudice to any other rights or remedies of Eolas under these Terms or under any applicable law. Termination shall not relieve the Healthcare Organisation of its obligations which by their nature are intended to survive termination. Eolas reserves the right to change and modify the Software and the Companion App at any time.
In the event that any provision of these Terms shall be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. These Terms are governed by and construed under the laws of Northern Ireland, without regard to its conflicts of law principles. The parties agree that any legal proceeding with respect to or arising under this Agreement shall be brought exclusively in the Northern Irish courts. Eolas has the right to disclose any information relating to these Terms to law enforcement authorities, government officials or an authorised third party, as Eolas believes is reasonably necessary to enforce or verify compliance with these Terms or comply with the law. Eolas may refer to the Healthcare Organisation as one of its clients in its promotional materials. These Terms represent the entire agreement between the parties with respect to the subject matter covered by these Terms. The failure of either party to enforce any provision of these Terms shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of these Terms. Neither these Terms nor any of the Healthcare Organisation’s rights or obligations hereunder can be assigned by the Healthcare Organisation without the prior written consent of Eolas.