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Subject to this Agreement, the Licensors grant Licensee a royalty-free, non-transferable, limited, non-exclusive licence to access and use the Planner solely to plan Corneal Allogenic Intrastromal Ring Segment (CAIRS) procedures. Licensee will use commercially reasonable efforts to protect the Planner from unauthorised use, modification, reproduction, distribution and publication. Any rights not expressly granted are reserved by the Licensors.
The Planner is provided as an educational and surgical-planning reference tool only. It is a planning aid; it does not provide medical, surgical, clinical or any other professional advice, and the Licensors do not, by making the Planner available, engage in the practice of medicine. Nothing produced by the Planner constitutes a recommendation, prescription or instruction for any specific patient.
The Planner is not registered with the Therapeutic Goods Administration (TGA), the United States Food and Drug Administration (FDA), or any equivalent regulator, and is not intended to diagnose, treat, cure or prevent any disease. All clinical decisions, diagnoses and treatment decisions remain the sole responsibility of the treating surgeon, who must exercise independent professional judgement. Outputs from the Planner must be independently verified before any surgical or clinical action is taken.
The Planner is owned by the Licensors and is protected by Australian copyright law and international treaty provisions. The Licensors retain all right, title and interest in the Planner, including patents, trade marks, copyrights, trade secrets and other intellectual property rights. Licensee may not use, copy or distribute the Planner without the Licensors' prior written authorisation.
Licensee may not rent, lease, sub-licence or loan the Planner to any third party. Use is strictly limited to Licensee under this Agreement. Except to the extent any of the following is expressly prohibited by applicable law, Licensee may not:
Through use of the Planner, Licensee may input data subject to applicable health-privacy law in Licensee's jurisdiction (including, where applicable, the Australian Privacy Act 1988, the EU General Data Protection Regulation (GDPR), and the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA)). Licensee agrees not to upload or enter any directly identifying patient information into the Planner. This includes, without limitation, patient names or initials, contact details, medical-record numbers that identify the patient, and any identifying free text in any notes or comment field. Only a non-identifying study or record identifier, and the patient's date of birth for plan tracking, may be entered. Licensee is solely responsible for de-identifying patient data before upload and for compliance with the privacy laws applicable to Licensee.
The Licensors collect and hold: account information (email, name, login times); uploaded topography scans and saved surgical plans; and audit information about use of the Planner. Data is stored in Amazon Web Services facilities in the ap-southeast-2 (Sydney, Australia) region.
Licensee agrees that the Licensors may use the topography scans, surgical plans and associated non-identifying clinical data uploaded through the Planner — in de-identified and/or aggregated form — to conduct research and to develop, train, validate and improve the Planner's algorithms, nomograms, predictive models and clinical-decision tools. Because directly identifying information must not be uploaded (Section 5), this data is de-identified at source. The Licensors will not sell Licensee data and will not disclose identifiable Licensee data to any third party except as required by law. De-identified or aggregated research findings derived from this data may be published or otherwise used by the Licensors, including for the advancement of CAIRS and corneal research.
THE PLANNER IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND. ANY INFORMATION PROVIDED BY THE PLANNER IS FOR LICENSEE'S CONVENIENCE BUT MUST NOT BE USED FOR FINAL DIAGNOSIS OR AS A SUBSTITUTE FOR LICENSEE'S MEDICAL EXPERTISE. WHILE EFFORTS HAVE BEEN MADE TO MAKE THE INFORMATION ACCURATE, THE LICENSORS DO NOT WARRANT THE ACCURACY OF INFORMATION OBTAINED FROM THE PLANNER. LICENSEE ASSUMES ALL RISKS AND RESPONSIBILITIES FOR USE OF THE PLANNER AND THE RESULTS OBTAINED FROM IT. THE LICENSORS DO NOT WARRANT THAT THE PLANNER WILL BE ERROR-FREE OR FREE FROM INTERRUPTION OR FAILURE, AND HAVE NO LIABILITY FOR THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE PLANNER OR FOR ANY DECISION OR ACTION TAKEN BY LICENSEE IN RELIANCE ON IT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSORS DISCLAIM ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO THE PLANNER.
LICENSEE ACKNOWLEDGES THAT THE PLANNER MAY BECOME UNAVAILABLE FOR REASONS INCLUDING SCHEDULED OR UNSCHEDULED MAINTENANCE, ACTS OF GOD, TECHNICAL FAILURE, TELECOMMUNICATIONS FAILURE, MALICIOUS THIRD-PARTY ACTIVITY, OR OTHER CAUSES OUTSIDE THE LICENSORS' REASONABLE CONTROL. THE LICENSORS DISCLAIM ANY WARRANTY OF SYSTEM AVAILABILITY, ACCESSIBILITY OR PERFORMANCE.
Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot be lawfully excluded.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES ARISING FROM INCONVENIENCE, DELAY OR LOSS OF USE OF THE PLANNER) ARISING OUT OF OR RELATED TO USE OR INABILITY TO USE THE PLANNER, EVEN IF THE LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LICENSORS' TOTAL AGGREGATE LIABILITY FOR ALL CAUSES OF ACTION ARISING OUT OF THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) WILL NOT EXCEED AUD $500.
The Licensors may suspend or terminate Licensee's access to the Planner at any time, without notice, including for breach of this Agreement. The Licensors may revise this Agreement; revised terms take effect on Licensee's next sign-in following posting, and the Licensors will give registered users email notice of material changes. Continued use after that date constitutes acceptance.
If any part of this Agreement is contrary to applicable law, that part is severed and the remainder remains in effect. The parties are independent of each other; nothing in this Agreement creates any partnership, agency or employment relationship.
This Agreement is governed by the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.
This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements. Any waiver of any term will not constitute a continuing waiver.
Contact: info@cairsplan.com