Licence Agreement for GynZone's e-learning system

The Licensee hereby purchases an annual licence for GynZone's e-learning modules. The e-learning system is distributed through the website 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 a number of hours on-line access within a 12 month period, depending on the number of modules included in the licence. Each user is defined by name, work place and e-mail of the employee or student at the designated institution.

To see our principles for processing personal data, please follow this link to GynZone's Personal Data Policy.

Renewal of a license follows the calendar year. If the first licence starts during the calendar year, the first invoice will be for the remaining part of this year, e.g. for 9 months if the licence starts in April. All end users will be given a new hours of individual use by 1 January each year as the licence is renewed.

To renew the yearly licence, an invoice will be sent each year around the expiry date. Please refer to paragraph 13 regarding the cancellation of the licence. 

1. AIM OF THE AGREEMENT

  1. This Licence agreement applies in regard to all matters concerning the use of GynZone's e-learning modules (henceforth referred to as ‘The Product’) via online access to servers on which GynZone's software is installed. An overview of these modules can be found here

2. LICENCING RIGHTS

  1. GynZone holds the copyright and all other rights to software and services as well as user-interfaces, photographs, sound, video, 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 cannot 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 guarantees that the Product is utilised by all allocated users in accordance with this LIcense Agreement.

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 Licencee 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 Licencee.
  2. If the Licence Administrator is replaced, the Licencee must as soon as possible provide the name, job function, e-mail and telephone number for the new Licence Administrator. If the Licence Administrator resigns and a new Licence Administrator cannot immediately be appointed, the Licencee must provide name, job function, e-mail and telephone number for a provisional contact person.
  3. The Licencee decides and takes responsibility for any personal information and data which is registered via the use of the Product and how such information and data are used.

5. DELIVERY OF SERVICE AND FEE

  1. All prices are shown in either Euro (EUR), British Pounds (GBP), US Dollars (USD) and Danish Crowns (DKK). All prices are exclusive VAT and local taxes.
  2. The delivery of the Licence is regarded as complete when GynZone has sent the login information to the Licence Administrator for the institution.
  3. Licences for specific geographical markets may also be purchased via certified GynZone distributors. When promoting sales, the distributor is obliged to ensure that the Licencee is notified of the terms described in this Licence Agreement.
  4. Payment: GynZone or the distributor certified by GynZone will issue invoices. The terms of payment are 30 days net as from the date of the invoice. In the event of failure on the part of the Licensee to effect payment for the Product or other services in due time, default interest will be charged of 2% (two percent) of the amount due for each month or part thereof until payment has been made in full by the Licensee.
  5. Fees for services or products other than access to the online course module, such as identifying and fixing errors which the Licencee 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 Licencee.
  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 defects which were present at the time of uploading the file.
  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 Licencee. This means that the Licenscee cannot claim compensation of any kind. This includes compensation for operating loss, consequential loss or any other indirect loss.
  4. Any complaints made by the Licencee do not entitle the Licencee to withhold payments for the Product, services or supplies from GynZone. 

7. INTELLECTUAL PROPERTY RIGHTS

  1. GynZone holds the copyright and all other intellectual property rights in 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 is the Licencee authorised to wholly or partially copy the Product og parts thereof, including source code.
  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 appearing in the Product description for each individual module and the offer forwarded.
  2. GynZone has tested the Product before delivery. However it cannot be ruled out that the Product (as other software related products) contains minor defects. All defects will be corrected as quickly as possible, and an updated version will then be forwarded or made available 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 consequential damages (including operating loss), lost profit and indirect loss which the Licensee or third parties sustain due to defects in the Product or caused by use of the Product.
  5. GynZone's liability towards the Licensee is in all events limited to an amount equivalent to the licence fee most recently invoiced by GynZone for a 12-month period.
  6. The content of the Product cannot substitute medical treatment.
  7. The Product is for information and educational purposes only and does not exhaustively describe the selected topics..

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 Licencee to inform GynZone in writing if, to the Licencee's knowledge, damage has occurred caused by the Product delivered, if a third party claims that such damage has occurred, or if there is a risk that such damage will occur.
  3. To 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. BREACH

  1. If one of the parties is in material breach of its obligations in accordance with this Licence Agreement and the breach has not been remedied no later than two weeks after a written demand to that effect has been made, the other party may terminate the Agreement.
  2. GynZone is at all times entitled to terminate the Agreement without notice if the Licencee uses the Product for or as a means of spreading or participating in the spreading of virus, spyware or any other malicious program codes or other acts contrary to Danish or foreign laws.
  3. The Licencee is not entitled to claim a reduction in the fee determined for a period or a refund of advance payments made in the event of GynZone's termination and/or discontinuation of access to the Product as a consequence of the Licencee's breach.

13. RIGHT OF CANCELLATION, TERM AND TERMINATION

  1. The Agreement is entered into with the Licensee for continuous interminable License periods of 12 months expiring at the end of a calendar year. If the License period begins during a calendar year, the first License period runs from commencement and until the end of the calendar year. Upon expiry of each Licence period, the Licence will be renewed automatically by the same number of users and modules for a new interminable License period of 12 months in the following calendar year, unless the Licensee gives notice in writing that it does not wish to renew the licence no later than on the 1 October prior to renewal.
  2. Around expiry of the licence period, GynZone/the distributor certified by GynZone will send a new invoice for renewed subscription stating the licence fee applicable from time to time for the agreed number of modules and unique users. GynZone/the distributor certified by GynZone reserves the right to adjust prices in connection with entrance into a new licencing period.
  3. Upon termination of the existing Licence Agreement, the Licencee is obliged to cease use of the Product and, in accordance with GynZone's instructions, return or destroy the material belonging to GynZone.
  4. Changes to these terms and conditions will be published on GynZone's website. The terms and conditions applicable from time to time are those available on GynZone's website. Any changes to the terms and conditions will become effective as from publication thereof on GynZone's website.

14. APPLICABLE LAW AND VENUE

  1. Any dispute between GynZone and the Licencee must be settled according to Danish lawexcluding the application of any conflict of laws rules.
  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. ORDER CONFIRMATION

  1. When ordering a licence either directly to a representative, via a website form, by telephonic agreement or by forwarding an email to aW5mb0BneW56b25lLmRr or to the email address of the distributor certified by GynZone, the Licencee accepts to purchase a licence for the specified number of users at the institution in question.
  2. An invoice will be forwarded to the email address designated by the Licencee to be the email to be used for invoices.
  3. Log in codes will be forwarded to the email address of the person designated by the Licencee to be the Licence Administrator. The Licence Administrator may subsequently administer online access for the number of local users of GynZone's e-learning system for whom the institution has purchased licences.

                                                                Version 2.3, dated 30 june 2016

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