Gynzone

The Licensee hereby purchases an annual licence for GynZone's e-learning module on Perineal Repair.

The e-learning system is distributed through the homepage www.gynzone.net.

The Licensee is granted a specific number of user accesses which can be administered online by the person pointed out by the Licensee as the local Administrator, see paragraph 4.1.

Each user is granted 20 hours of on-line access within a 12 month period. Each user is defined by name, work place and e-mail of the employee or student at the designated institution.

Renewal of a license follows the calendar year. The first invoice will be a fraction of each month in the first calendar year e.g. 9 months if the licence starts in April. All end users will be given a new 20 hours individual use by 1. January each year as the licence is renewed.

To renew the yearly licence, an invoice will be sent each year in December prior to its expiry. Please refer to paragraph 13 regarding the cancellation of the licence. 

1. AIM OF THE AGREEMENT

1. This Licencing agreement applies in regard to all matters concerning the use of GynZone's e-learning module on ‘Perineal Repair’ as described in the online product description (henceforth referred to as ‘The Product’) via online access to servers on which GynZone's software is installed.

2. LICENCING RIGHTS

1. GynZone holds the copyright and all other rights to software and services as well as user-interfaces, photographs, sound, animation, text and other media that are incorporated or used in the Product.
2. The Licensee is granted a limited, non-transferable right of use to the Product for the agreed amount of users.
3. The Licensee must only use the Product as educational material and may not reproduce, copy, transfer or in any other way exploit the Product for commercial purposes unless permission is granted by GynZone.
4. The rights of use and the number of users created are bound to the specific institution and can not be shared with other institutions.
5. The Licensee undertakes not to sell, hire, loan, allow use of or in any way transfer or deliver the licencing right to a third party.
6. The Licensee is obliged to ensure that the product is utilised by all allocated users in accordance with these terms and conditions.

3. AIM OF GYNZONE´S SERVICE

1. GynZone endeavours to maintain an up-time of 100% for online access. This is ensured by using stable servers with a 24 hour service and daily back-up.
2. GynZone optimises the educational material continuously to keep up to date with the latest professional knowledge. New versions and updates to the educational material are freely available for the Licensee within the license period.
3. GynZone is not responsible for the failure of, or failure of access to the home page. Nor are they responsible for the failure of electricity, internet-connection, malicious damage to the system (physical as well as a computer virus or hacking), misuse of personal information or other conditions or circumstances which are out of GynZone's control.

4. OBLIGATIONS OF THE LICENCEE

1. The Licensee must provide the name, job function, e-mail and telephone number for one named employee (henceforth referred to as ‘Licence Administrator’). All contact is made through this Licence Administrator, who shall also be entitled to enter into binding agreements on behalf of the Licensee.
2. The Licensee decides and takes responsibility for any personal information and data which is registered via the service and how this is used.

5. DELIVERY OF SERVICE AND FEE

1. All prices are shown in either Euro (EUR), British Pounds (GBP), US Dollars (USD), Danish Crowns (DKK), Australian Dollars (AUD), New Zealand Dollars (NZD) or Canadian Dollars (CAD). All prices are exclusive VAT and local taxes.
2. The delivery of the License is regarded as complete when GynZone / Distributor has sent the login information to the Licence Administrator for the institution.
3. Payment must be made in accordance with the GynZone terms of payment (15 days) or the Distributor terms of payment.
4. Fees for services or products other than access to the online course module, such as identifying and fixing errors which the Licensee is responsible for, are invoiced on the basis of GynZone´s list prices.

6. DEFAULT NOTICE AND DEFECTS

1. If a defect is found, the Licensee must make a written default notice containing details of the fault in question and a description of the faults consequence regarding use by the Licensee.
2. The Licensee must, within a reasonable amount of time, report any fault if a file is damaged or not functioning. The right to complain about a damaged file is limited to possible original defects.
3. GynZone's responsibility for faults and defects is always and in every situation limited to (according to GynZone's choice) undertaking replacement, solutions or by imparting a proportional discount to the Licensee. This means that the Licensee cannot claim compensation of any kind. This includes compensation for operating loss, consequential loss or any other indirect loss.

7. IMMATERIAL RIGHTS

1. GynZone holds the copyright and all other immaterial rights to the Product.
2. The Licensee is not authorised to break or change any security codes and source codes. The Licensee is not authorised to change or remove information in the software regarding copyright conditions, trademarks or the like and neither are they authorised to wholly or partially copy the Product.
3. Information and data delivered by GynZone in connection with these services are the property of GynZone. The Licensee is not authorised to reproduce or copy such information unless it is necessary for the Licencee’s use of the service.

8. LIABILITY AND LIMITATION OF LIABILITY

1. Online access to the Product is delivered by GynZone with the functions and content that appear in the Product description and the offer received by the Licensee.
2. GynZone has tested the service before delivery. It cannot however be ruled out that the service (as other software related products) contains minor errors. All defects will be corrected as quickly as possible and an updated version will then be sent or made accessible online.
3. GynZone cannot, in any circumstance, be made liable for damages of the Product. GynZone does not guarantee, in any instance that the Product fulfills the Licensee's requirements, expectations and needs and that the Product is flawless, accessible, correct, precise, safe, is delivered on time or can be used for the stated purpose.
4. GynZone is therefore not liable for direct loss, consequential damages (including operating loss), lost profit and indirect loss which the Licensee or third party sustain due to errors in the product or caused by use of the Product.
5. The content of the Product cannot substitute medical treatment.
6. The Product is for informational and educational purposes only.

9. PRODUCT LIABILITY

1. GynZone is liable for the Product according to the regulations for the law of product liability which cannot be deviated from by agreement. GynZone disclaim responsibility for damages to the Product on any other basis. Product liability cannot exceed the coverage of GynZone's product liability insurance in monetary terms.
2. It is the duty of the Licensee to inform GynZone in writing if, to the Licencee's knowledge, damage caused by the delivery has occurred, that a third party claim that a such damage has occurred or if there is a risk that such damage will occur.
3. In the extent that GynZone might be imposed liability to third parties; the Licensee is required to keep GynZone indemnified to the same extent as GynZones liability is limited in accordance with paragraph. 9.1.

10. MARKETING

1. GynZone is entitled, in its own marketing material, to refer to the Licensee and the Product including a possible brief description of the Product procedure.
2. Personal information is stored for a maximum of 5 years after the final transaction with the Licensee. No registered personal information will be passed on to a third party in any shape or form at any time unless required by law or otherwise demanded by public authorities.

11. FORCE MAJEURE

1. A party is without liability to the other party subject to force majeure. Force majeure occurrences include: war and mobilisation, natural disasters, strikes, lockouts, fire, breakdown in electricity or telecommunications networks, delayed or incomplete deliveries from subcontractors, damage to production equipment, computer virus, incapacity for work key personnel, import and export regulatory conditions and other circumstances beyond the affected party’s control.

12. VIOLATION

1. If one of the parties is in material breach of their obligations in accordance with this License Agreement and the violation is not rectified within 14 days after a written demand has been submitted, the other party may terminate the agreement.
2. GynZone is always entitled to terminate the agreement without notice if the Licensee uses the service as a means of spreading, or participating in the spreading of virus, spyware or any other malicious programme codes or additional acts which are in conflict with International Law.
3. The Licensee has no claim to a reduction in fee for the intended period, or refund of advance payment, in the event of GynZone's termination and/or discontinuation of access to the Product.

13. RIGHT OF CANCELLATION, DURATION AND TERMINATION

1. The Licensee enters the agreement for a period of 12 months. During this 12 months term, it is not possible for either party to terminate the agreement. If the agreement has not been terminated in writing by one of the parties within 3 months prior to the end of a licence periode, this agreement will be in effect for a new non-terminable 12 month period.
2. A new invoice for the renewal of the contract is sent by GynZone / Distributor one month before the licence expires in the denomination of the valid licence for the agreed number of unique users at any time. GynZone / Distributor reserves the right to adjust prices in connection with entrance into a new licencing period.
3. Upon termination of the existing Licence Agreement, the Licensee is obliged to cease use of the Product and in accordance with GynZones wishes return or destroy the materials belonging to GynZone.
4. Changes to these terms and conditions will be published on GynZone´s homepage.

14. APPLICABLE LAW AND VENUE

1. Any dispute between GynZone and the Licensee must be settled according to Danish law. This does not however apply to the Danish regulations of International Private Law.
2. The venue for settlement of any  dispute is the district court of Aarhus, Denmark. Both parties agree to request that expert assessors are present at the district court if possible.

15. CONFIRMATION OF PURCHASE

1. This Agreement is binding between the parties when the Licensee places an order for a licence - either directly to a sales representative, electronically on the homepage, by telephone or by post to GynZone / Distributor.
2. The licence may be purchased through certified GynZone distributors in specific geographical markets. The distributor is obligated to inform the Licensee of the terms and conditions mentioned in this Licence Agreement.
3. Confirmation of purchase and an invoice will be sent to the Licence Administrator by e-mail or by post. Log in codes for the institutional Licence Administrator will be enclosed in this notification. The Licence Administrator can then administer online access for the number of users for the specific institution.

                                                                Version 2.1, dated 09 January 2012