Terms and Conditions

General Terms and Conditions of Use AUGMEDI AG

  1. General | Scope
    1. These General Terms and Conditions of Use ("GTC") apply to all contracts between AUGMEDI AG, Alte Landstrasse 70, 8702 Zollikon/ZH, Switzerland ("Augmedi") and customers of Augmedi. The term "Customer" means any person or company that uses, orders or subscribes to the Products or Services as a contractual partner of AUGMEDI (Augmedi and the Customer together the "Parties" and each individually a "Party").
    2. These GTC shall also apply to future contracts between Augmedi and the Client, without the need for a corresponding indication by Augmedi in individual cases. These GTC shall be deemed to have been confirmed by the Customer at the latest when the Customer has placed an order with Augmedi or uses the Product (see Section 2 below).
    3. These GTCs apply to the exclusion of all other conditions. Deviating, contradictory or supplementary general terms and conditions of the Client shall only become part of a contract to the extent that Augmedi has agreed to them in writing.
    4. Individual agreements with the customer in special cases take precedence over these GTCs if they have been agreed in writing.
    5. Insofar as the terms "in writing", "in writing" or similar terms are used in these GTC, they refer to the written form within the meaning of Art. 12 et seq. of the Swiss Code of Obligations. The electronic exchange of copies, handwritten signed documents and documents with a qualified electronic signature is sufficient in this respect. Unless expressly stated otherwise in these GTCs, the exchange of simple e-mails is not sufficient.
    6. All terms written in small caps in these GTCs have the meanings as defined in these GTCs.

  2. Services of Augmedi
    1. Augmedi grants the Client access to its software during the term and within the scope of the order.
    2. The "Product" includes software for learning medical content, as well as the app structure for the use of said software.
    3. The scope of use of the product is divided into different categories:
      • (i) Use with user account, without membership – Limited use of the application as well as limited functions.
      • (ii) Use with user account, with membership – limitation of use as well as premium features depending on membership.
    4. The processing of data by Augmedi is explained in Augmedi's privacy policy.
    5. Augmedi reserves the right to add additional features to Augmedi's product at any time. In addition, Augmedi may adapt, restrict or remove existing functions for reasons of data security, due to technical necessities or changes in applicable law, provided that the adaptation, restriction or removal is reasonable for the Client, taking into account the interests of both parties. Augmedi will inform the Client of such adjustments in writing in good time (e-mail is sufficient).
    6. Augmedi only owes further services, such as in particular consulting, individual development or implementation or training services, after an express written agreement.
    7. Augmedi is entitled to commission third parties in whole or in part to fulfil their contractual obligations.

  3. User Account | Completing an order
    1. In order to be able to use the Product within the scope of Section 2.3 (i) and (ii) above, the Customer must create a user account with Augmedi ("User Account") by accepting these Terms, entering certain personal data and either setting a password of his choice in a registration form provided online by Augmedi, or, if Augmedi offers this at its own discretion by using an existing account with a third-party platform provider (e.g. Google, Facebook or Apple). After registration, the customer will receive an E-MAIL from Augmedi to verify the e-mail address provided.
    2. Augmedi reserves the right to deactivate and delete user accounts whose e-mail addresses are not verified by checking with the customer within 3 days.
    3. Customer must be at least eighteen (18) years of age to create a User Account. If Customer qualifies as a minor under applicable law, Customer may only create an Account if Customer is at least fourteen (14) years of age and has consented to it in writing. Augmedi may at any time ask the Client to provide proof of identity, age of majority and/or the consent of their legal representatives.
    4. The order for a membership ("Order") must be made via the Customer's user account. Offers from Augmedi regarding membership are not binding. By submitting an order, the customer submits a binding offer to conclude a membership agreement. The ordering process usually involves the following steps: selecting an option, reviewing and/or correcting the selection, entering the relevant data, selecting the method of payment, reading and accepting the applicable terms and conditions, agreeing to these terms and conditions and binding submission of the order by clicking on an order button and/or ticking a box to continue. The Customer's order only becomes binding for both parties (conclusion of the contract) when Augmedi confirms the acceptance of the order in an e-mail.
    5. Augmedi reserves the right to refuse orders. In this case, Augmedi will display a corresponding message during the ordering process, at the latest after the customer has clicked on the order button.
    6. Until clicking on the order button, the customer can change or cancel the order at any time.
    7. Augmedi will provide the contractual services immediately after confirmation of the order.

  4. Copyright and intellectual property
    1. Augmedi grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Products for the duration and within the scope of the Order.
    2. Augmedi grants the Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the Documentation and other materials provided for the duration and within the scope of the Order.
    3. All content created, generated or uploaded by the Client within the Augmedi Platform – including but not limited to scenes, questions, answers and other interactive content – becomes the property of Augmedi in its entirety and irrevocably upon its creation.
      The Client grants Augmedi the exclusive, worldwide, perpetual and transferable right to use, store, modify, process, translate, reproduce and distribute such content in any form. Augmedi is also entitled to license or transfer these rights to third parties, including subcontractors, to the extent necessary for the further development, operation or marketing of the product.
      The customer waives any remuneration or other claims in connection with the use of the created content by Augmedi.

  5. Obligations of the customer
    1. The customer may use the product solely for the purpose of learning medical content or for general entertainment.
    2. The customer acknowledges and accepts that the product may not be used for unlawful or immoral purposes.
    3. The Client is obliged to keep the access data provided by Augmedi secure and undertakes not to disclose them to third parties, unless this is necessary for the use of the Product as provided for and permitted by the contract. The customer is not entitled to transfer or resell the access authorizations or his access to the product to third parties, unless expressly agreed otherwise.
    4. The Client shall indemnify Augmedi against all claims by third parties, including the necessary costs for legal defence, which are asserted against Augmedi due to a culpable breach by the Client of the contractual provisions applicable between the parties. Should third parties assert such claims against Augmedi, Augmedi shall immediately inform the Client of the claims asserted and, at the Client's option, leave the defence to the Client or carry it out in cooperation with the Client. Augmedi will not satisfy or acknowledge claims of third parties without the consent of the Client, whereby the Client's consent shall not be unreasonably withheld or delayed. Augmedi is entitled to demand an appropriate advance payment for the costs of legal defence that are likely to be incurred. The exemption applies accordingly to fines or other official or court orders and claims.
    5. In the event that Customer uses third-party applications to access the Product, Customer must comply with the appropriate usage policies as may be established by the third-party provider.
    6. The Customer may only use the Product in accordance with applicable laws.

  6. Remuneration
    1. The Client is obliged to pay the Membership Fees ("Fees") agreed upon on the basis of the Order to Augmedi.
    2. All amounts must be paid in full in the currency shown on the invoice. The customer is responsible for all bank and transfer fees, if any, as well as any costs for currency conversion.
    3. All amounts are inclusive of VAT, unless expressly stated as "net" or "net".
    4. Orders can be paid by credit card. If Customer chooses to make an In-App purchase, Customer will be prompted to confirm their purchase with the applicable payment provider and their payment method (their card or a third-party account such as Google Play Store or App Store) will be applied to the In-App Purchase at the prices displayed for the Services selected by Customer.
    5. If the customer is a company that is not an end user of the product, the parties may agree in writing that Augmedi will invoice the customer for the fees
    6. Unless otherwise required by law, statements are made available to the customer exclusively in digital form. They can only be accessed on the customer’s user account.
    7. Augmedi reserves the right to reduce the Customer's access to the Products to the scope of use of the free version if the Customer has not paid a fee due within seven (7) days after written notice by Augmedi (e-mail is sufficient). If the Client settles all outstanding and due claims, Augmedi shall restore the Client’s scope of use of the Product in accordance with the order without undue delay, at the latest within three (3) working days after receipt of payment in full by Augmedi.

  7. Term and Termination
    1. Membership is concluded for one of the following terms, depending on the customer's request:
      • (i) One (1) month
      • (ii) Six (6) months
      • (iii) Twelve (12) months
    2. Either party may terminate the membership at any time effective at the end of the current billing period.
    3. The term of each membership is automatically extended by the agreed fixed term, unless the membership is terminated.
    4. The statutory right of termination for good cause remains unaffected. A termination for good cause must be made in writing and becomes effective upon receipt by the other party.
    5. Augmedi is entitled to temporarily suspend the Customer's access to the Products in the event of a serious, persistent, imminent or repeated material breach of these GTCs, upon prior written notice (by e-mail is sufficient). Without prejudice to any other rights under these GTCs, Augmedi shall restore access within a reasonable period of time if the infringement does not continue, is no longer imminent or the Client has made a binding declaration that the infringement will not be repeated.
    6. In the event of fraudulent intent, Augmedi is entitled to suspend the Customer's access to the Products immediately and indefinitely. The customer will be informed of this in writing (by e-mail is sufficient). The suspicion of the existence of fraudulent intent is sufficient. Fraudulent intent exists in particular in the following cases:
      • (i) The email address used during registration does not exist or is obviously invalid.
      • (ii) The address does not exist or is invalid.
      • (iii)The customer has registered multiple times to use the product for free or the customer still has outstanding payments from other orders.
      • (iv) The customer uses a fraudulent, lost, stolen, blocked or unauthorized means of payment.
      • (v) The Client has disputed a payment or requested its return without providing Augmedi with a legitimate reason for the dispute or recovery. The suspension of the Client's access will be maintained until the Client notifies Augmedi of a legitimate reason

  8. Privacy
    1. The processing of personal data by Augmedi is explained in Augmedi's Privacy Policy.

  9. Warranties
    1. Augmedi warrants that the Products have the essential functions described in the current documentation of the respective version of the Product. In the event of a breach of this warranty, Augmedi shall use commercially reasonable efforts to customize the Products so that they substantially conform to the Documentation. If Augmedi is unable to substantially restore this function within thirty (30) days of a written notification of the violation, the Customer is entitled to terminate the membership by written notice. In such an event, Customer will receive a prorated refund of any fees paid by Customer in advance for unused access to Products. However, this requires that the customer has installed and configured the products in accordance with the documentation. Any strict liability of Augmedi for the existence of initial defects under applicable law is excluded. Any claims for damages based on a breach of this warranty are subject to the limitations of liability in accordance with Section 10. Otherwise, the customer's statutory warranty rights are not restricted by the provisions of this Section 9.1.
    2. Augmedi will use reasonable efforts to ensure that the Products are available to the Customer via the Internet for no less than ninety-five percent (95%) of the calendar year (based on twenty-four (24) hours per day and seven (7) days per week), except for (a) temporary unavailability due to scheduled or unscheduled maintenance, and (b) unavailability for reasons due to Augmedi has no influence. Augmedi will make reasonable efforts to provide advance notice of scheduled interruptions to the Products.
    3. The Customer acknowledges and accepts that the user access requirements of the Products, such as Internet access, cannot be guaranteed by Augmedi, and that Augmedi is not liable in particular for failures of the Internet connection or the Customer's system.

  10. Limitation
    1. The liability of Augmedi and its assistants is limited to damage caused by gross negligence and intentionally.
    2. The Customer acknowledges and accepts that the Augmedi Product operates using artificial intelligence and therefore Augmedi does not accept any liability for any statements made through the Product, regardless of their nature.
    3. In particular, the Customer acknowledges and accepts that the Product will evolve based on the input of Users, and that impressions, values and prejudices received may be maintained or reinforced by the Software. The content expressed by the product is in no way attributable to Augmedi and any liability of Augmedi for such statements is hereby expressly excluded to the extent permitted by law. The functionality of the software gives rise to the following risks in particular, although the list is not exhaustive:
      • (i) Providing false information – The Product may provide the Customer with false information on safety or health issues, as well as any other issues that the Customer discusses in the course of its use of the Product.
      • (ii) Discriminatory statements – The product could make discriminatory statements due to machine learning. Encourage customers in a negative attitude towards certain groups of people or convince customers of such an attitude.
      • (iii) Individual suffering – The product may produce results that cause distress to a person, for example, by encouraging self-destructive behavior (such as gambling, substance abuse, or self-harm) or by affecting the person's self-esteem.
      • (iv) Incitement to violent behavior – The product could incite violent behavior against another person or group.
      • (v) Use of surgical or medical procedure instructions – The product may provide surgical or medical instruction or educational materials. The Client acknowledges and accepts that these are for educational purposes only and are not intended as a guide to practical implementation or as instructions for treatment to patients. Any use of this information in the practice is at your own risk and is the sole responsibility of the customer.
    4. Augmedi is only liable for data loss up to an amount that covers the typical costs of recovery that would have been incurred if the customer had made proper and regular data backups.
    5. Subject to the provision in clause 10.1, Augmedi's liability for damages arising out of or in connection with an order, whether in contract, tort or otherwise, shall be limited to an amount equal to one hundred and fifty percent (150%) of the sum of the fees paid or payable by the Customer under the order in question.
    6. Augmedi assumes no liability for the fact that the customer achieves a certain learning progress or learning success through the use of the products.
    7. Neither Augmedi nor the Client shall be liable for any failure or delay in the performance of the Agreement, including these Terms, to the extent that such non-performance or delay is caused by force majeure, i.e. by causes beyond the control of Augmedi or the Client and occur through no fault or negligence on their part.
    8. Any liability of Augmedi beyond the cases regulated in this section 10 is excluded.

  11. Adjustment of the GTCs
    1. Augmedi reserves the right to amend and adapt these GTCs with effect for the future if there is a valid reason for the change and insofar as the changes are reasonable taking into account the interests of the parties. A valid reason exists in particular if the changes are necessary due to technical or legal changes or if they are to be supplemented by new functions that are additionally made available after the completion of the customer's first order and require contractual regulations.
    2. These Terms and Conditions shall also be amended or amended if the scope of use of the Product is changed in accordance with Section 2.3 above, or if new Products are added or existing subscriptions are no longer offered to the current extent.
    3. Augmedi will notify the Client of the amended Terms in text form (sufficient by e-mail) at least fourteen (14) days before the planned entry into force ("Notice Period") and will separately refer to the new regulations and the date of entry into force. At the same time, Augmedi shall grant the Client a reasonable period of at least fourteen (14) days from the date of receipt of the notification by Augmedi to declare whether the Client accepts the amended GTCs for the continued use of the Products ("Objection Period"). If the customer does not make a declaration of objection within the objection period, the amended GTC shall be deemed to have been agreed (fiction of approval). At the beginning of the notification period, Augmedi will separately inform the Client of this legal consequence, i.e. the right to object, the objection period and the consequences of a failure to object. If the customer objects to the change within the objection period, the order can be terminated by either party without notice.
  12. Other
    1. Should any provision of these GTCs be or become invalid, this shall not affect the validity of the remainder of the GTCs. In such a case, the parties undertake to immediately bring about a legally effective settlement in good faith that comes as close as possible to the economically intended purpose of the invalid regulation. The same applies to any gaps in the contract.
    2. If the customer qualifies as a consumer within the meaning of Art. 120 of the Swiss Federal Act on Private International Law (PILA), the contractual relationship between the parties is subject to the law of the country in which the customer has his habitual residence:
      • (a) if Augmedi has received the order in that state;
      • (b) if the conclusion of the contract was preceded by an offer or an advertisement in this country and the customer has performed the legal acts necessary for the conclusion of the contract in this state, or
      • (c) if Augmedi has caused the customer to go abroad and place his order there.
    3. If the requirements of Section 12.2 above are not met, the contractual relationship between the parties is subject to Swiss substantive law in all parts.
    4. If the customer is a consumer within the meaning of Art. 114 PILA, the applicable statutory provisions apply with regard to the place of jurisdiction. However, the parties are free to agree on a different place of jurisdiction after the start of a legal dispute.
    5. If the customer is not a consumer within the meaning of Art. 114 PILA, the exclusive place of jurisdiction for legal disputes arising from or relating to these GTC or an order is the court with jurisdiction over the subject matter at the registered office of Augmedi.

  13. Apple
    1. The parties acknowledge that this Agreement is entered into solely between them and not with Apple. Augmedi is solely responsible for the licensed application and its content. The Terms of Use may not contain usage rules for licensed applications that conflict with the Apple Media Services Terms of Use.
    2. The license granted to End User for the Licensed Application is limited to non-transferable use of the Application on Apple-branded devices owned or controlled by End User and as set forth in the Apple Media Services Terms of Service. However, the licensed application can be accessible to other accounts through Family Sharing or volume licenses.
    3. Augmedi is solely responsible for providing maintenance and support services with respect to the Licensed Application as set forth in this Agreement or as per applicable law. Both parties acknowledge that Apple has no obligation to provide maintenance and support services for the Licensed Application.
    4. Augmedi is solely responsible for all product safety warranties, whether statutory or implied, unless expressly excluded. In the event of a failure of the Licensed Application to comply with any applicable warranty, End User may notify Apple. Apple will then refund the purchase price of the licensed application to the end user. To the extent permitted by law, Apple does not assume any further warranty obligation.
    5. The parties acknowledge that Augmedi, and not Apple, is responsible for responding to claims by End User or third parties in connection with the Licensed Application or the possession or use of the Application. This includes product liability claims, violations of legal or regulatory requirements, as well as claims under consumer protection, data protection and similar laws. Augmedi's liability to the end user shall not be limited beyond what is permitted by law.
    6. The parties acknowledge that in the event of any alleged infringement of intellectual property rights by the Licensed Application or possession and use of the Application, Augmedi, and not Apple, shall be solely responsible for the investigation, defense, settlement and settlement of such claims.
    7. End User represents that it is not located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as supporting terrorism, and is not listed on any U.S. Government list of prohibited or restricted parties.
    8. The End User warrants that it will comply with all applicable third-party terms and conditions when using the Application provided by Augmedi.
    9. The parties acknowledge and agree that Apple and its subsidiaries are third-party beneficiaries of the Agreement, and that upon acceptance of the Agreement by End User, Apple shall have the right (and shall be deemed accepted) to enforce the Agreement against End User as a third-party beneficiary.