Retinai APPS
TERMS AND CONDITIONS

Terms of Use for RetinAI Apps

Terms of Use ("Terms")
Last updated: 26th April 2022

Please read these Terms of Use ("Terms ") carefully before using our RetinAI Application (the "App") operated by RETINAI RETINAI MEDICAL AG ("us", "we", or "our"), having its registered office at Freiburgstrasse 3, 3010, Berne in Switzerland.

This App is intended for use by our existing business customers in the field of ophthalmology that have entered into a valid license agreement with us and paid the license fees (“Customer”).

You may only use this App if You have received the authorization to use this App along with Your individual log-in information as an authorized user on behalf of our respective Customer. Your use of or access to this App signifies Your agreement to comply and be bound by these Terms contractually. If You disagree with any part of the Terms then You may not access nor use the App.

Our RetinAI Apps are accessible via Heidelberg AppWay for which Customer has a separate agreement with Heidelberg. The Apps allow healthcare professionals on Customer side to submit input from their device to be processed on the RetinAI Discovery platform, once the installation is done and your authorized user account has been created.

Please note that the App or platform may contain sensible patient data. Users shall keep the access to the App and its content strictly confidential.Please note that the platform or App is not adapted to be used:
- For other images than fundus and OCT-scans of retina
- As a primary storage device for patients data
- As a diagnostic tool

This App may enable access to Customer’s or third party services and web sites using the internet (worldwide web). Use of such other services may require internet access and that You accept additional or separate terms of service for which we are not responsible.

License
This license granted to You by us is conditioned on the existing and valid license agreement with the Customer and limited to a revocable, non-exclusive, non-transferable and non-assignable license to display and use the App on any mobile device that You own or control and as permitted by the usage rules of the respective Third Party app store (Heidelberg AppWay) and the acceptable use stipulations set forth below. You may not rent, lease, lend, sell, redistribute or sublicense this App.

You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App, any updates, or any part thereof. Any attempt to do so is a violation of our rights and the rights of our licensors.

Acceptable Use
Please do not misuse our App. The App is intended for defined use cases agreed with our Customer and You will have received guidance from Customer about these when receiving Your login information. Make sure You follow this guidance and protect confidential or sensitive information, and that the Customer whose information, material or intellectual property You access via our App agreed to Your use of this App, so You do not breach any personal or proprietary rights of our Customers.

When you use the App, the services and/or the content, you are solely responsible for:
- Ensuring that you are using the latest available version of the App;
- Any damage to your Device, and any loss or corruption of information that you store in the Device that results from the use of the App;
- Maintaining the security and confidentiality of any personal data or information including personal identification numbers, account information, passwords and the like related to your use of the App that you may store;
- The use of data uploaded to or generated by the App;
- Maintaining the physical security of your Device.

Do not interfere with our App or try to access it using a method other than the interface and the instructions that we provide. Further, You may not use our App for any inappropriate activities, infringing on rights of others, or anything that may appear to be or is regarded as illegal or criminal behavior.

You are solely responsible for all of your communications and interactions with other Users. You understand that RetinAI does not assume responsibility for screening any User of the App, nor do we verify or take responsibility for user or Customer content. RetinAI does not provide medical advice and RetinAI does not recommend or endorse any specific products, product users, therapies, tests, physicians, healthcare professions or opinions.
We may (but are not obligated to) do any or all of the following without notice:
- Investigate your use of the services as we deem appropriate to comply with any applicable law, regulation, government request or legal process;
- Interrupt, suspend or terminate your access to the App upon our determination that your account has been compromised or that you have violated these Terms of Use.

Consent to Use of Data / Customer Content
You agree that we may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to this App. We may use this information, as long as it is in a form that does not personally identify You, to improve our products or to provide services or technologies to You.

As for the processing and use of your personal data, please read our Privacy Notice on the processing of your personal data here ( https://www.retinai.com/privacy-policy ) .

We do not own any Customer Data, that may contain Your personal data. Customer, not RetinAI, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer data, and we shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of Customer data. You and the Customer are informed that documents and personal data of users of the services may be stored on servers set up in the United States of America in order to prevent a service failure; These servers are owned by AWS (Amazon Web Services), a provider of RetinAI, which adheres to the EU Standard Contractual Clauses.

If you upload any patient’s data to the App, you are solely responsible that you are legally entitled to do so. You as the user or the Customer on whose behalf you use the App, are responsible to keep any necessary consents of the patients or data subjects, as you are acting as the Data Controller, unless otherwise agreed and specified in a data processing agreement. Users remain solely responsible for the data collection and correctness, assessment and use of the data uploaded to or obtained from the services. Users shall be solely responsible for the compliance with all laws and standards of professional practice applicable to their practice of medicine or other relevant healthcare profession.

Disclaimer
Your use of the App is at Your sole risk. To the extent You choose to access the Customer services or materials in our App, You do so at Your own initiative and are responsible for compliance with any applicable regulations, including but not limited to applicable local laws. Laws and regulations vary country to country and so any use of the App is at your own risk and under your own responsibility in your country.

The App is not intended as a device for diagnostic monitoring or any treatment purposes. Its content does not provide complete medical information. The aim of the App is to help the management of patient images and ease the analysis. Original data should be kept on the Customer side as per your own instructions and legal requirements.

This App does not offer personalized medical diagnosis or patient specific treatment advice. Analysis of the data uploaded in the App and/or as result of the services is the responsibility of the Customer and its users. The App and/or the services cannot replace medical advice. The App does not draw any conclusions from the data and makes no interpretation of the analyses. The information and tools that RetinAI makes available through the services are provided for informational purposes only. The services are in no way intended to serve as a diagnostic service, to provide certainty with respect to a diagnosis, to recommend a particular therapy or to otherwise substitute for the clinical or professional judgment of a qualified healthcare professional. Users should not rely on the App, its content, data or results obtained as professional medical advice or use the services as a substitution of an ophthalmologist or other qualified healthcare professional.

We and our licensors reserve the right to change, suspend, remove, or disable access to any App or Services at any time without notice. In no event will we be liable for the removal of or disabling of access to any App or Service. We may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

The App is provided on an "AS IS" and "AS AVAILABLE" basis. It is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. RETINAI and its licensors do not warrant that a) the App will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; or c) the results of using the App will meet Your requirements.

You agree that RetinAI may, under certain circumstances and without prior notice, modify, interrupt, discontinue, temporarily or permanently any or all of the functionality of the App, the services (or any part thereof), make changes, corrections and/or improvements to the App and/or its content or delete your data, with or without notice, for any of the following reasons (which are not intended to be exclusive): (a) breaches or violations of these Terms of Use or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the services (or any part thereof), (e) technical or security issues or problems, (f) your engagement in fraudulent or illegal activities.

You agree that all determinations shall be made at RetinAI ’s sole discretion, and we shall not be liable to you or any third party for any termination of your account or access to the Services.

RetinAI is not responsible for any costs, loss or damage that you incur as the result of any modification, interruption or discontinuance of any or all functionality of the App or its content.

Intellectual Property Ownership
RETINAI Medical AG, Switzerland alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the RETINAI technology and the App, including to any and all enhancements, modifications, extensions and derivative works thereof, as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You, the Customer or any other party relating to the App. This App agreement is not a sale and does not convey to You or the Customer any rights of ownership in or related to the App, the RETINAI technology or the Intellectual Property Rights owned by RETINAI. The RETINAI name, the RETINAI logo, and the product names associated with the App are trademarks of RETINAI or third parties, and no right or license is granted to use them.

Customer and Third Party Material
The App and certain services may display, include or make available content, data, information, applications or materials from the Customer or third parties (“Third Party Materials”) or provide links to certain third party services, for example on Heidelberg AppWay. By using the services, You acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. We do not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any Customer and third-party services, Third Party Materials or web sites, or for any other materials, products, or services of the Customer or third parties.

Limitation of Liability
We limit our liability to the maximal extent possible under mandatory law. In no event shall RETINAI Medical AG, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) Your access to or use of or inability to access or use the App; (ii) any conduct or content of any third party on the App; (iii) any content obtained from the App; and (iv) unauthorized access, use or alteration of Your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not you have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

App Store - Third Party Beneficiary
These Terms are concluded between You and us only, and not with the respective App Store You downloaded the App from. You acknowledge and agree that the respective App Store (namely Heidelberg AppWay) is a third-party beneficiary of these license terms for the App, and that, upon Your acceptance of the terms and conditions of this license, the Third Party App Store owners may also have the right (and will be deemed to have accepted the right) to enforce these license terms against You as a third party beneficiary thereof.

Legal Compliance
You must represent and warrant that (i) You are not located in a country that is subject to a Swiss, EU or U.S. Government embargo and that You are not listed on any Swiss, EU or U.S. Government list of prohibited or restricted parties.

Severability Clause
To the extent that any provision of these Terms is found by any competent court or authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be part of this disclaimer but such finding shall not affect the validity, lawfulness or enforceability of the remainder of these Terms in that jurisdiction, nor shall it affect the validity, lawfulness or enforceability of these Terms in any other jurisdiction.

Governing Law
These Terms shall be governed and construed in accordance with the laws of Switzerland, without regard to its conflict of law provisions.If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our App. In the event there is a dispute concerning the subject matter of this Agreement, the proper venue shall be the ordinary courts of Berne, Switzerland.

Contact Us
Please note that we do not provide direct support to you. Please direct any support questions or requests directly to your Customer contact.If You have any questions about these Terms or want to send any notifications or messages to us, please contact us at info@retinai.com.

*Disclaimer

RetinAI Discovery® and the AI models are CE-Marked medical devices according to the Medical Devices Directive 93/42/EEC.
RetinAI Discovery® is a 510(k) FDA Cleared medical device in US.
RetinAI Discovery® and Retinai® are both trademarks of RetinAI Medical AG.

Discovery and AI Models are CE-Marked medical devices since April 2020 & December 2020 respectively.