The following conditions (hereinafter the “General Terms and Conditions”) are applicable for the use of and for the service support of software programs (hereinafter the “Software”), developed by doXray B.V. (hereinafter “doXray”) and provided as a Software-as-a-Service.
The type and the scope of the mutual services are regulated through client specific Statements of Work. The services, defined in the contract, are considered as contractually agreed conditions.
To the extent that the Statement of Work includes a defined target accuracy of the Software, the calculation of such target accuracy considers only software developed by doXray and does not consider any steps of the workflow using client personnel, third parties employed by the client, the use of industry standard software included but not limited to office software and optical recognition software or the use of cloud hosting services.
For the period of the contract doXray grants the client non-exclusive, non-transferable and non-sublicensable rights to use the Software and the according documentation, quoted in the contract. The Software is provided as a cloud hosted Saas (software as a service) solution. The client is obliged to use the software exclusively in accordance with the contractual conditions and is not allowed to transfer it to third parties or to allow third parties access to it. The client is not allowed to use “reverse-engineering” in order to de-compile, disassemble, to copy or to use part of the software for developing of another separate application.
The client will retain all ownership and intellectual property on data owned by the client before the start of the project. The client provides that the provision of files, data and information to doXray as part of the workflow to enable the doXray services does not infringe any intellectual property rights of any third party.
doXray will retain all ownership and intellectual property on all intellectual property, software and data owned before the start of the project, which includes but is not limited to the doXray software solution including the core AI software. doXray will retain all ownership and intellectual property on the user interfaces and derivative data created by doXray, e.g. but not limited to system performance data, deep learning parameters. doXray provides that the doXray software solution does not infringe any intellectual property rights of any third party.
doXray has the right to use generally available, industry standard software for its solutions. doXray has the right to exchange such industry standard software products at doXray’s discretion unless specifically agreed in the Statement of Work.
doXray will use industry standard backup solutions. However, doXray does neither provide, ensure nor warrant any backup services to the client and the client remains solely responsible for the backup and disaster recovery of its data. In case of the loss of data, doXray may at any time request the client to provide a second copy of the data to provide the service.
The client remains solely responsible for maintaining the security of all user names and passwords granted to it, for the security of its information systems used to access the Software, and for its users’ compliance with the terms of this agreement.
Unless otherwise agreed in the Statement of Work, each Party has the right to terminate the agreement effective at the end of a calendar month with a 3 calendar months notice.
Confidentiality
The parties of this contract agree to keep confidential the gained knowledge, especially technological and economic information, as well as other information, such as personal identification numbers, and to use it only for purposes, relevant to the subject of the contract.
That doesn’t apply to publicly accessible information or information that became available to the public in another manner through no action or omission of the contractual partner, or to information that had to be made available to the public due to a court order or a law.
Data processing
Regarding the processing of personal data related to the subject of the contract doXray and the client will adhere to the applicable data protection regulations.
In accordance with the applicable data protection laws, doXray informs the clients that their data will be saved over the term of the contract.
Price Stability
The value of the agreed charges shall remain stable. The EU consumer price index published monthly by Eurostat (eurostat.ec.europe.eu) shall serve as a measure for the calculation of the stable value. The index figure calculated for the month of the conclusion of the contract serves as the reference value for this contract. Fluctuations of the index figure upwards or downwards up to and excluding 3% shall be disregarded. In the event of a fluctuation in excess of 3%, either Party has the right to request a change to the charges, which shall be agreed via the contract change management procedure.
Charges
All prices are stated excluding VAT and travel costs, which will be charged separately.
Limits of Liability, Indemnification
Except for cases of intent, gross negligence, injury to life, body and health, malice, acceptance of a guarantee for the quality of an item and/or liability under the German Product Liability Act, doXray’s liability and/or indemnity is limited to 100% of the amount of charges paid by the client under the relevant Statement of Work in the 6 months preceding the event that gave rise to the claim.
Each Party indemnifies the relevant other Party for any infringement of intellectual property of a third party or any unauthorized use of data owned by a third party.
Salvatory Clause
Should a clause of the contract be or become ineffective, this shall not affect the validity of the contract as a whole. The contracting parties commit themselves to substitute the ineffective clause with one that most closely reflects the economic intention. The same applies if during the execution of the contract a loophole in it becomes obvious.
Governing Law
These terms and conditions as well as the relevant Statement of Work are governed by Dutch Law.
© doXray B.V., 2019