TERMS OF SERVICE

Last Updated 12 May  2020 

  1. Welcome to Proximie.com (the “Site”), which is owned and operated by Proximie Limited (“we” or “us”). These Terms set out the terms and conditions on which we provide our users (“you”) with access to the Site and Access to the subscription services and content which we provide through the Site, through our mobile applications (“Apps”) and through any other of our applications, web pages, interactive features, widgets, social networks, social network “tabs,” or other online or electronic offerings that link to these Terms, whether accessed via computer, mobile device or other means (“Services”). By accessing or using the Site or Services, by using any Social Areas of the Site, or by uploading, submitting, browsing or downloading any video, audio, images, text, or other content featured on the Site or Services (“Content”) to or from the Site, you agree to be bound by these Terms and all policies and guidelines we issue. If you do not agree to all of these Terms, you may not use the Site or Services.

 

  1. How These Terms Work: Most of these Terms apply to all users of our Site, whether they are visitors or browsing, or whether they are registered users. Other part of these Terms apply only to registered users of our Services, or particular Services: Our Privacy Policy, at https://www.proximie.com/privacy-policy, which provides information on how we collect, use, and disclose personal information from users of the Site; Any specific policies or guidelines which may apply to particular features or functions of the Site or Services (such as acceptable use policies, content standards, protocols agreed with your particular institution, or similar); and any other agreement which you may have in place with us or our affiliates or subsidiaries (together “Affiliates”) for products, services or otherwise.

 

  1. Your General Obligations: The following general obligations apply to all users of the Site and Services:
    • You hereby warrant that you are authorized to contract with us on these Terms, and to conduct any activities which you may conduct through your account. This means in particular that if you are an individual you are over eighteen years old and that if you are using the Site or any Services or are accessing and using Content on behalf of any company or other entity, you represent and warrant that you are authorized to accept these Terms (including such entity’s indemnification and other obligations set out below) on such entity’s behalf;
    • You may only use the Site and Services for lawful purposes, in accordance with any applicable codes of professional conduct, and may not use it in any way that breaches any local or international law, for the purposes of fraud or to transmit unsolicited advertising, or spam;
    • You warrant that any information you submit to the Site or through the Apps at any time (whether registering for an account, uploading Content or otherwise) must be true and not misleading and that you will not impersonate or misrepresent your affiliation with any person or entity;
    • You may not take, post, upload, publish, transmit or otherwise make use of any screen shots, screen captures, reproductions, drawings, photos, videos, downloads or data of any of the images, comments or contributions to Proximie or any Content except with the consent of Proximie and any relevant institution;
    • You may not access, tamper with, or use non-public areas of the Site, Services or Apps, Proximie’s computer systems, or the technical delivery systems of Proximie’s providers;
    • You may not attempt to probe, scan, or test the vulnerability of any Proximie systems or networks or breach or attempt to circumvent any security or authentication measures protecting the Site, Services, Apps or Content, or attempt to obtain unauthorized access to another user’s account;
    • You may not attempt to access or search the Site, Services, App or Content, or download Content from the Site, Services or App through the use of any engine, software, tool, agent, device or mechanism (including scripts, bots, spiders, scrapers, crawlers, data mining tools or the like) other than the software and/or search agents provided by Proximie or other generally available third-party web browsers;
    • You may not use the Site, Services, Apps or Content for any commercial purpose (without limiting their use for training, preparation and efficiency purposes within the scope of a license granted under these Terms) or for the benefit of any third party or in any manner not permitted by these Terms;
    • You may not attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Apps or Content, except to the extent that such activities cannot be prohibited by law;
    • You may not interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site or Services;
    • You may not collect or store any personal data from the Services, Apps or Site or from other users of the Services, Apps or Site without their express permission;
    • You may not encourage or enable any other person to do any of the foregoing prohibited activities;
    • We may investigate and prosecute violations of any of the above to the fullest extent of the law, and where appropriate may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms;
    • You acknowledge that we have no obligation to monitor your access to or use of the Services, App or Content or to review or edit any Content, but may do so as we determine. We may at any time and without prior notice remove or disable access to any Content that we consider to be in violation of these Terms, the Privacy Policy, or otherwise harmful to the Site, Services or App.

 

  1. Our General Obligations: We will use reasonable endeavours to make the Site, Services and Apps available to you, subject to and in accordance with any applicable user documentation issued by us, and subject to and in accordance with these Terms.

 

  1. Intellectual Property Rights and Limited License:
    • Unless otherwise indicated on the Site, the Site and all Content and other materials on the Site, including, but not limited to, our logo and all designs, text, graphics, logos, icons, images, photographs, audio clips, digital downloads, data compilations, software and the selection and arrangement thereof (collectively, the “Materials”) are our property or that of our Affiliates, licensors or users and are protected by United Kingdom and/or international copyright laws and other laws relating to intellectual property rights.

 

  • You may not remove any notices or credits posted on the Site, or any additional information contained along with any such notices and credits.

 

  • Subject to and conditional upon your compliance with these Terms, we grant you a limited, non-sublicensable, non-exclusive, revocable license to access and make use of the Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the Site for your informational, non-commercial and personal use only, solely in accordance with, and subject to, these Terms and any other agreement you may enter into with us or any of our Affiliates.

 

  • Such license does not include, except as and to the extent otherwise expressly permitted by these Terms:
    • Any other collection, use, copying or distribution of any portion of the Site or the Materials; Any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Site or any of the Materials;
    • Modifying or otherwise making any derivative use of the Site or the Materials, or any portion thereof;
    • Use of data mining, robots or similar data gathering or extraction methods;
    • Downloading (other than page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted on the Site; or
    • Any use of the Site or the Materials other than their intended purposes.

 

  • Any other use of the Site or of any Materials not owned by you, without our prior written consent, is strictly prohibited, and your license to use the Materials shall terminate automatically on any such unauthorised use. Such unauthorised use may also violate applicable laws, including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes.

 

  • No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Proximie or its licensors, except for the licenses and rights expressly granted in these Terms.

 

  • Copyright Complaints: It is our policy to respond promptly to claims of intellectual property infringement. If you believe that your work has been copied and is accessible on the Site or through the Services in a way that constitutes an infringement of copyright, please notify us through the process set out below. If we determine in our discretion that any user of our Site or Services is infringing any third party’s intellectual property rights, then we may remove all Content submitted by that user and take whatever other actions we deem necessary, including notifying the appropriate government authorities or suspending or terminating that user’s access to the Site or Services.

 

  • Written notice of any claimed copyright infringement must be submitted to Nadine Haram, MD, with address at The Harley Building 77 New Cavendish St London, W1W 6XB UK, with E-mail: nadine@proximie.com.
  • Any email notifications should include “Notice of alleged service provider infringement” in the subject line of the email.
  • Such notice must include the following information:
    • The name, address, and electronic signature of the complaining party;
    • A description of the infringing materials and a link to the infringing materials, or if a link is not available, a description of the location of these materials on the website;
    • Sufficient information to identify the copyrighted works;
    • A statement by the copyright owner that the copyright owner has a good faith belief that there is no legal basis for the use of the materials;
    • A statement of the accuracy of the statements made and, under penalty of perjury, a statement that the complaining party is authorized to act on behalf of the copyright owner;
    • Once proper notice is given, we will remove the material. A party whose material was removed improperly may send a counter-notice to the above-referenced address. Counter-notices must include the following: The sender’s name, address, phone number and physical or electronic signature; Identification of the material and its location prior to removal; A statement under penalty of perjury that the material was removed by mistake or misidentification; The sender’s consent to the local federal court jurisdiction, or if overseas, to an appropriate judicial body.
  • Trademarks: Proximie, the Proximie logo, and all other of our products and service names, logos and slogans contained in or displayed on the Site or Services are our trademarks or service marks and may not be copied, imitated or otherwise used, in whole or in part, without our prior written consent. You may not use any meta tags or any other hidden text utilising any such marks, or any of our URLS, without our consent. In addition, the look and feel of the Site, our Apps and our Content, including, but not limited to, all page headers, custom graphics, button icons and scripts, is our service mark, trademark and/or trade dress and may not be copied, imitated or otherwise used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks or service marks, product names and company names and logos mentioned in or displayed on the Site are the property of their respective owners and may not be used without their consent. Reference to any products, services, processes or other information, by trade name, trademark, service mark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

 

  • Hyperlinks: You may create a text hyperlink to the Site for non-commercial purposes, provided such link does not portray us or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner and provided the linking site does not contain any material that is offensive, harassing, pornographic or otherwise objectionable, or which is defamatory, in breach of confidence, infringing or otherwise unlawful. This permission may be revoked by us at any time. You may not use a Proximie logo or any other of our proprietary graphics to link to the Site, nor use, mirror, frame or utilize framing techniques to enclose any Proximie trademark, service mark, logo or any other of our proprietary information, including, but not limited to, the images found on the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without our prior written consent.

 

  • User Content and Interactive Services or Areas: The Site and Services include (or may include in future) content hosting and storage services, discussion forums, user generated content or other Social Areas or services (collectively, social Areas), including, but not limited to, galleries, forums, chat rooms, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store Content on the Site (collectively, User Content).
    Some Social Areas are available to all users, whether or not they have a registered account with us.

 

  • User Content Standards: You may not post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:
    • Any User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful, including, but not limited to, any User Content containing nudity that would be unacceptable to display publicly (in our sole opinion, and accepting that surgical videos may feature nudity by their nature);
    • User Content that would constitute, encourage or provide instructions for a criminal offence, violate the rights of us or others (including, but not limited to, our Affiliates), endanger national security, or that would otherwise create liability or violate any local, state, national, transnational or international law;
    • User Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary rights of us or others (including, but not limited to, our Affiliates). By posting any User Content, you represent and warrant that you have the lawful right to use, display, distribute, and reproduce such User Content;
    • User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
    • User Content that, in our sole judgement, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying the Social Areas or the Site, or which may expose us or our users to any harm or liability of any nature or type;
    • If any User Content contains any Personal Data (as defined below) which relates to you, we will use it in accordance with our Privacy Policy. Otherwise, you must not include any Personal Data in any User Content except to the extent expressly permitted under these Terms;
    • If any User Content contains any Personal Data (as defined below) which relates to you, we will use it in accordance with our Privacy Policy. Otherwise, you must not include any Personal Data in any User Content except to the extent expressly permitted under these Terms;
    • Although we prohibit certain activities in these Terms, we do not control and take no responsibility or liability for or in connection with any User Content posted, stored or uploaded by you or any third party, or for any loss or damage to it. Your use of the Social Areas and any User Content is at your own risk. We have no obligation to screen, edit or monitor any User Content posted in any Social Areas. We may remove, screen or edit the User Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense.
    • You also understand and acknowledge that any User Content contained in public postings, including, but not limited to, any portions of the Site that may be designated as private or restricted-access, may be accessible to the public and could be accessed, indexed, archived, linked to and republished by others, including, but not limited to, appearing on other websites and in search engine results. Therefore, you should be careful about the nature of the User Content you post. We will not be responsible or liable for any third-party access to or use of the User Content you post. You represent and warrant that you own or otherwise control all of the rights to the User Content that you post, or you otherwise have the right, and any necessary consents, to post such User Content to the Site and to grant the rights granted herein and that the User Content you supply is accurate and not misleading; and Using and posting the User Content you supply does not violate these Terms and does not violate any rights of or cause injury to any person or entity.

 

  • Licenses in User Content: If you post User Content to the Site, then unless we indicate otherwise, you grant us and our Affiliates a worldwide, unrestricted, unlimited, non-exclusive, royalty-free, irrevocable, perpetual, transferable, sub-licensable (through several tiers) license:

 

  • To display (publicly or otherwise) the User Content;
  • To create new and different works that include the User Content, that is, to reproduce, modify, create derivative works of, and otherwise use the User Content or derivative works, in whole or in part, in any manner including in combination with any other material, in any format or media, whether now existing or hereafter devised; and
  • To use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and redistribute, modify, adapt, make, sell, offer to sell, transmit, distribute, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the User Content (subject only to our Privacy Policy) in all media, that is, in any and all media and by any means, whether now known or hereafter devised.
  • Our licensed rights in relation to Video Content, however, are different and will be set out in Article 14 below. By posting User Content, you waive all rights of privacy, publicity, or any other rights of a similar nature in connection with the User Content, or any portion of it, including, without limitation, names and likenesses, or any advertising or publicity. You expressly release us from all claims, demands, liabilities, or causes of action whether now known or unknown, for defamation, trademark or copyright infringement, violation of moral rights (including any attribution right or right to object to derogatory treatment), and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the use and exploitation of the User Content.

 

  • Third Party Sites, Products and Services: We may host or provide links to products, Web pages, Websites and other content of third parties (Third Party Sites). The inclusion of any link or the hosting of any content is provided solely as a convenience to our users and does not imply affiliation, endorsement, approval, control or adoption by us of any website or any information or content contained on any website. We make no claims or representations regarding, and accept no responsibility for such Third Party Sites, or for the quality, accuracy, nature, ownership or reliability thereof. If you use these links and the Third Party Sites to which they resolve, you do so at your own risk. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Website to which you navigate from the Site. We may run advertisements and promotions from third parties on the Site or may otherwise provide information or links to third party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of our advertisers and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings or promotions or as the result of the presence of such third party advertisers or third party information on the Site.

 

  1. Your Submissions: We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site or Services. You may submit feedback by emailing us at the contact details provided.You acknowledge and agree that any materials, including, but not limited to, questions, comments, suggestions, feedback, ideas, plans, creative materials or other information or work of authorship, provided by you in the form of emails or other submissions to us or otherwise posted on the Site will become our sole property. We will own worldwide and exclusive rights, including, but not limited to, all intellectual property rights embodied therein, and will be entitled to the unrestricted use and dissemination of such submissions for any purpose, commercial or otherwise, without acknowledgment or compensation or reimbursement of any kind to you. By making such submissions, you acknowledge, warrant and agree that:

 

  • You have provided notice as required under applicable law and obtained all consents, releases and licenses from any and all persons and entities that appear in any content you post, or that have any interest in any content you post;
  • Your submissions do not contain confidential or proprietary information;
  • We are not under any obligation of confidentiality, express or implied, with respect to the submissions;
  • We will be entitled to use or disclose (or choose not to use or disclose) any submissions for any purpose, in any way, in any media worldwide;
  • We may have materials similar to your submissions already under consideration or in development;
  • Your submissions automatically become our property without our obligation to you; and
  • We may, but are not obligated to, review or monitor areas on the Site where users may transmit or post communications.

 

  1. DISCLAIMER OF WARRANTIES THE SITE, THE CONTENT, THE APPS AND OTHER INFORMATION AVAILABLE ON THE SITE AND APPS (INCLUDING, BUT NOT LIMITED TO) ARE PROVIDED TO YOU ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND – WHETHER EXPRESS, IMPLIED OR STATUTORY AND WHETHER ARISING OUT OF A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OR TRADE. WE EXPRESSLY DISCLAIM ANY WARRANTIES NOT INCLUDED IN THESE TERMS, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE, IN EACH CASE TO THE FULLEST EXTENT PERMISSIBLE BY LAW. WE DO NOT REPRESENT OR WARRANT THAT THE MATERIALS, THE CONTENT AND OTHER INFORMATION AVAILABLE ON THE SITE (INCLUDING, BUT NOT LIMITED TO) IS ACCURATE, COMPLETE, RELIABLE, CURRENT, FREE OF DEFECT, STABLE OR ERROR-FREE OR THAT THE SITE, ITS WEB SERVERS OR ANY EMAIL SENT BY US OR FROM THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR WILL BE CONTINUOUSLY AVAILABLE OR SECURE. WE WILL NOT BE LIABLE FOR ANY UNAUTHORISED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF ANY OF THEM. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. IN ADDITION, WE MAKE NO REPRESENTATION, WARRANTY, ENDORSEMENT, GUARANTEE NOR DO WE ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR OTHER PRODUCTS OR SERVICES ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH OUR SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED ON ANY BANNER OR OTHER ADVERTISING AND WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND A THIRD PARTY PROVIDER OF THE FOREGOING.

 

  1. Additional Disclaimers in Relation to Surgical and Medical Use:
    • The Content provided through the Site, Apps and Services is provided for educational, research, and reference purposes only, or as training, preparation and efficiency tools. The Content has been created as an aid to surgical training, and is not designed to replace or substitute real life operative experience of the procedures depicted in the Content, a recognised surgical training program or the advice of a qualified healthcare professional and should not be used for these purposes;
    • Nothing on our Site, Apps or Services is intended to amount to advice on which you should rely. The surgical procedures depicted in the Content must not be performed by any person who is not medically qualified, registered and regulated by the relevant authorities in their territory of practice to perform surgery. Medical professionals are responsible for their own clinical and surgical decisions and should not rely on the Site, Apps or Services in making them;
    • Patients should not disregard or avoid professional medical advice or delay seeking it because of any Content. The Content has not been endorsed or approved by any governmental body or by any medical association or organisation;
    • The App, Services and Content may include contributions from third parties such as medical device manufacturers, hospital trusts and other medical and research institutions, academic institutions or other commercial or research partners or their respective affiliates (together “Partners”). Neither we, nor our Affiliates, nor our Partners, have any liability to you (whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise) based on any claim that the App, Services or Content or the surgical techniques depicted in them were inaccurate, incomplete or incorrect.
      Our Partners may rely on and enforce this provision as third-party beneficiaries.

 

  1. Limitation of Liability:
    • REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL WE, OUR AFFILIATES, LICENSORS, OR OUR OR THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS (TOGETHER “DEFENDANTS”), BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY OR LOSS OF CONTRACT (IN EACH CASE WHETHER DIRECT OR INDIRECT) OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE THE SITE, SERVICES, APPS, MATERIALS, CONTENT OR OTHER INFORMATION CONTAINED IN OR ACCESSED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.

OUR AND THEIR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SITE, SERVICES, THE MATERIALS, APPS, AND/OR THE CONTENT AT ISSUE INCLUDING ANY THIRD PARTY APPS OR CONTENT), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US DURING THE PRIOR THREE MONTHS IN QUESTION.THE DEFENDANTS SHALL BE ENTITLED TO RELY ON AND ENFORCE THIS PROVISION AS THIRD-PARTY BENEFICIARIES.

 

  • Qualifier: Nothing in these Terms will operate to limit or exclude our liability for death or personal injury caused by our negligence, for fraud, or for any other matter for which our liability cannot lawfully be limited or excluded. This provision shall take priority over any conflicting provision elsewhere in the Terms.

 

  • Indemnification: You agree to indemnify, defend and hold us, our Affiliates, and our and their respective independent contractors, service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, partners and advertisers whose products, services or content features in the Content) (collectively, the “Indemnified Parties”) harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities, losses and expenses (including, but not limited to, penalties, fines, damage awards, settlement amounts, and reasonable legal and professional fees) brought against any Indemnified Parties, arising out of or relating to:
    • Your use of the Site, Services or the Content (including, but not limited to, your use, installation or service of the App or the Content);
    • Your conduct;
    • Your failure to perform your obligations under these Terms (including, but not limited to, your violation of these Terms), and in particular, the failure to remove any Protected Health Information or Personal Data;
    • Any violation of applicable laws, rules or regulations by you or your personnel; and/or
    • Your violation of the rights of any third party. Each of the Indemnified Parties shall be a third-party beneficiary of, and entitled to rely on and enforce this provision.

 

  1. Termination and Account Cancellation: We may suspend or permanently revoke your access to and use of the Site, Services, Apps and/or Content at any time, with or without cause, and in particular may do so If you breach any of these Terms. You may terminate any contract with us on these Terms, and if applicable may close your registered account, at any time by contacting us at privacy@proximie.com. The change will be processed within fourteen calendar days.

 

  1. General Legal Provisions:
    • Any contract between you and us on these Terms and the documents referred to in these Terms constitutes the entire agreement between the parties in relation to the subject matter.
    • You acknowledge that in contracting with us you do not rely on any representation or warranty not set out in the Terms.
    • Nothing in the Terms creates any relationship of agency, partnership, or employment between you and us.
    • Neither you nor we are authorised to enter into any commitment on behalf of the other, except as expressly set out in the Terms. A person who is not a party to any contract under these Terms shall not have any rights to enforce any of them, except where expressly stated otherwise.
    • We will not require any consent or approval of any third party to amend these Terms or any of the documents referred to in them.
    • Your use of the Site is subject to all applicable local, state, national and international laws and regulations. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
    • You may not assign or transfer any contract made under these Terms, by operation of law or otherwise, without Proximie’s prior written consent. We may assign or transfer any such contract without restriction. These Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of Proximie. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
    • If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
    • The contract between you and us on these Terms shall be governed by and construed in accordance with the laws of England and Wales, and any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London. The Language to be used in the arbitral proceedings shall be English.
    • When you visit the Site or send emails to us, you communicate with us electronically and consent to receive communications from us electronically. We may communicate with you by: (a) email to your email address indicated in your communications with us, (b) posting general notices on the Site, or (c) posting messages that are displayed to you when you log in to or access the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
    • You understand that your use of the Services may involve or require the transmission of significant amounts of data. You are solely responsible for all data charges that may be charged by your wireless carrier or internet service provider or that may otherwise arise from your use of the Services.

 

  1. Modifications: We reserve the right to change or modify any of the terms and conditions contained in these Terms or any policy or guideline of the Site, at any time and at our sole discretion. Any such changes or modifications will be effective immediately upon posting of the revisions on the Site, and by continuing to use the Site or Services you will be accepting them. For that reason, you should frequently review these Terms and all applicable policies or guidelines on the Site. If you do not agree to any changes or modifications to these Terms, or to any applicable policies or guidelines on the Site, your sole recourse is to stop using the Site and Services, and you will no longer be able to access any Content.

 

  1. Contacting Proximie: If you have any questions about these Terms, or our Site, Content or Services, please refer to the FAQ posted on the Site. For any questions not addressed by the FAQ, please contact us at: support@proximie.com.

 

  1. Video Upload: If you upload Video Content with Personal Data, then:
    • You represent and warrant that you will, at all times, comply with all applicable national, state and federal laws and rules directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of Personal Data and require all persons or entities under your direction or control to comply with such laws, including without limitation the Health Insurance Portability and Accountability Act (HIPAA), General Data Protection Regulation (GDPR) and UK Data Protection Act 2018. Without limiting the foregoing, you will ensure that any Personal Data in the Video Content with Personal Data is minimised in accordance with applicable laws; and
    • You are at all times solely responsible for obtaining and maintaining all necessary patient or other individual consents to record, upload and use Video Content with Personal Data for educational, research and commercial purposes, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view any Personal Data that you transmit, store, or receive in connection with the Site, Services, App and any third party site. We reserve the right to conduct audits, from time to time, to ensure that you have all necessary consents.
    • It is your responsibility individually and on behalf of your employer or institution:
      • To ensure that you have not made any Video Content with Personal Data available to any individuals to the extent such disclosure is not permitted by applicable laws and by the consents obtained in relation to that Video Content with Personal Data; and
      • To ensure that your use of any Video Content with Personal Data which is made available to you is in all ways lawful and within the scope of any such consents.
    • If you make any Video Content with Personal Data available to another user, or if another user makes Video Content with Personal Data available to you, you are responsible and liable for their or your use of that Video Content with Personal Data and we will have no obligations or responsibility in relation to it. If there is any dispute between you and any other user, we are not under any obligation to involve ourselves and you will indemnify us and keep us indemnified in full against any costs, liabilities, expenses or damages which we may suffer or incur in relation to any such dispute (including reasonable legal and professional costs and the costs of providing any witness evidence if required to do so by law).
    • You agree that you, or your institution, will remain controller of all Personal Data in relation to any Video Content with Personal Data, and that we will only process it on your or their behalf in accordance with these Terms and with any additional agreement between us and you or them. You will indemnify us and our Affiliates in accordance with Article 9.3 against any breach by you of any provision of this terms of use.
    • Your License of Video Content: Subject to your compliance with the terms and conditions of these Terms, Proximie grants you a limited, non-exclusive, non-sublicensable, non-exclusive license, and non-transferable license to access, view and use any Video Content made available to you through the Site, Services, or Apps solely for your personal, educational and non-commercial purposes (which for the purposes of this provision will include the use of that Video Content for reference purposes and as a training, preparation and efficiency tool in connection with surgical training). Such license does not include, except as and to the extent otherwise expressly permitted by these Terms:
      • The collection, use, copying, for adaptation of any Video Content;
      • Any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Video Content;
      • Modifying or otherwise making any derivative uses of the Video Content, or any portion thereof;
      • Downloading the Video Content; or
      • Any use of the Video Content other than for their intended purposes.
    • Any license granted by us to you in relation to Video Content with Personal Data is granted on behalf of the institutional proprietor of that Video Content with Personal Data and is subject to any additional restrictions on use imposed by that proprietor. It is your responsibility to ensure that you have made yourself aware of, and have complied with, any further restrictions which may apply.
    • By uploading Video Content, you grant to the Company a worldwide, unrestricted, unlimited, non-exclusive, royalty-free, irrevocable, perpetual, transferable, sub-licensable (through several tiers) license:
      • To display (publicly or otherwise) the Anonymised Video Content;
      • To create new and different works that include the Anonymised Video Content, that is, to reproduce, modify, create derivative works of, and otherwise use the Anonymised Video Content or derivative works, in whole or in part, in any manner including in combination with any other material, in any format or media, whether now existing or hereafter devised;
      • To use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and redistribute, modify, adapt, make, sell, offer to sell, transmit, distribute, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the Anonymised Video Content in all media, that is, in any and all media and by any means, whether now known or hereafter devised.
  1. You represent, warrant, and promise to Proximie that you have obtained all releases and licenses from any and all persons and entities that appear in, or whose logos, branding or other trademarks, designs or copyright materials appear in, any Video Content you post, or that have any interest in any Video Content you post. Proximie shall not be responsible for obtaining any permissions, releases, licenses, or consents for any Video Content you post;
  2. You waive all rights of privacy, publicity, or any other rights of a similar nature in connection with the Video Content, or any portion of it, including, without limitation, names and likenesses, or any advertising or publicity. You expressly release Proximie from all claims, demands, liabilities, or causes of action whether now known or unknown, for defamation, trademark or copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the use and exploitation of the Video Content; and
  3. You agree that Proximie is under no obligation to use, distribute, exhibit, or exploit the Video Content.