1. VIRMEDEX is a limited liability company whose corporate purpose is the training, consultancy, design, development, and marketing of applications. 
  1. The Client is the person identified with his/her e-mail having acquired a license of use of any product of the Virmedex Platform.
  1. VIRMEDEX has exclusive rights to use and exploit the Technology (as defined below).
  1. The Client is interested in the use of the Technology on the terms and conditions set out in this Agreement, and in contracting other related services, if any.

Now Therefore, in consideration of the mutual covenants established herein, the Parties have agreed to enter into this Agreement in accordance with the terms and conditions as follows:

  1. Definitions
  1. Agreement” shall mean this license and services agreement between the Parties.
  1. Confidential Information shall mean all scientific, regulatory, marketing, financial, and commercial information, or data to which access may be legitimately obtained as a result of this Agreement, including, but not limited to, technical data, know-how, trade secrets, ideas, inventions, concepts, business plans, new products, contracts, projects, documents, designs, logos, new technologies, plans, drawings, instructions, recommendations and any other information which, whatever its medium and form of communication, has been communicated and which has been classified by the Disclosing Party as confidential or which, by its nature and/or the circumstances in which the disclosure takes place, must in good faith be considered as confidential. For clarification purposes, Technology shall be deemed to be Confidential Information of VIRMEDEX. 
  1. “Data Protection Laws” shall mean the LOPD&GDD, the GDPR, and any other applicable legislation on privacy and personal data protection. 
  1. Disclosing Party” shall mean the Party that discloses Confidential Information to the Receiving Party.
  1. Effective Date” has the meaning provided for in the introductory paragraph of this Agreement.
  1. IP Rights” means all (i) registered patents, designs and trademarks, utility models, know-how, other shall mean property rights, intellectual property rights, including rights in computer programs and in databases; (ii) any other industrial or intellectual property rights and similar or equivalent rights anywhere in the world now existing or hereafter recognized; (iii) applications for registration, extensions, and renewals in relation to any of the aforementioned rights; and (iv) the expression of any original works or creations, in any form, tangible or intangible, including, without limitation, computer programs, source code, object code, technical documentation, user manuals, training materials, technical specification documents, reports, data formats, drawings, graphics, plans, logos, prototypes, as well as the results of the transformation, modification, updating, adaptation, new versions, or changes of such works or creations.
  1. License” shall mean the license granted to the Client in Section 2.
  1. LOPD&GDD” shall mean the Law 3/2018 Protection of Personal Data and guarantee of digital rights.
  1. Receiving Party” shall mean the Party to which Confidential Information is disclosed.
  1. GDPR” shall mean the Regulation (EU) 2016/679 on the protection of individuals regarding the protection of individuals regarding the processing of personal data and on the free movement of such data.
  1. Services” shall mean the Technology incident management services, if any, to be provided by VIRMEDEX under this Agreement as described in Section 4.
  1. “Technology” shall mean the web platform for the training of the extracorporeal pump management in cardiopulmonary bypass (CPB) interventions and whose description is attached to Annex I of the present Agreement.
  1. Third party” shall mean any entity other than any Parties.
  1. Terms and Conditions” shall mean the terms and conditions for the use of the Technology that the Client shall accept before its use. 
  1. License Grant
  1. VIRMEDEX hereby grants to the Client, and the Client accepts and agrees, a non-exclusive, revocable, non-sublicensable license to use the Technology internally (non-commercial) during the term of the Agreement and in accordance with the provisions of this Agreement (“License“).
  1. Any rights to the Technology that are not expressly set out in this Agreement are expressly excluded from the License. For these purposes the Client may not:
  1. use the Technology for any purpose, commercial or otherwise, other than as provided in this Agreement;
  1. modify, display, adapt, translate, loan, distribute, prepare derivative works of, decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of the Technology;
  1. publish, redistribute, sub-license, sell, rent, lease or otherwise transfer their rights to the Technology;
  1. use the Technology in any form that could damage, disable, overburden, or impair the Technology, or use it in any form that could interfere with the other Party’s use of the Technology;
  1. remove, hide, or alter any copyright, trademark or other property rights notices contained in the Technology.
  1. Use of the Technology
  1. The Client shall register on the Technology in accordance with the provisions of the Terms and Conditions.
  1. At the time of registration, a user manual containing all the necessary instructions for the correct use of the Technology will be made available to the Client.
  1. Services
  1. As a consequence of the License, VIRMEDEX will provide the Client with incident management services. 
  1. Incidents shall be communicated by the Client through the e-mail address: [email protected]
  1. VIRMEDEX undertakes to use its best efforts to ensure that incidents reported to this e-mail address are answered within 48 hours/working days.
  1. If the Client is interested in contracting services other than the Services, the Parties shall sign an addendum to this Agreement to include the new services.
  1. The Services shall be provided by VIRMEDEX in accordance with the standards and procedures of the industry, applying due professional and business diligence.
  1. The Parties shall always collaborate in accordance with the principles of good faith and efficiency so that the Services may be carried out successfully and within the agreed times.
  1. Consideration and payment
  1. In consideration for the License and the Services, the Client shall pay to VIRMEDEX the amount set out in the budget attached as Annex II to this Agreement and shall be paid in the way set out in such Annex II.
  1. In the event of annual renewal, as set forth in Section 10.1, VIRMEDEX may update the consideration to be received for the License and the Services.  In this case, VIRMEDEX shall communicate such update to the Client by e-mail. The Client shall accept the update to renew the Agreement to continue having access to the Technology. If such update is not accepted by the Client, the Agreement shall be deemed terminated.
  1. IP Rights
  1. Nothing in this Agreement shall be construed as an assignment or transfer of any IP Rights in the Technology that are not expressly transferred in this Agreement. Accordingly, the Client agrees to always respect the ownership of the Technology. For clarification purposes, the Technology shall be deemed to belong to VIRMEDEX. 
  1. The Technology and the IP Rights that exist or may exist at any time are and shall always belong to VIRMEDEX. In this regard, the Client acknowledges and agrees that the Technology and any IP Rights are exclusively of VIRMEDEX and that the Client does not and will not hold any rights over them. 
  1. Confidentiality
  1. Confidential Information shall be kept confidential by the Receiving Party, its employees, and collaborators, and shall not be disclosed, in whole or in part, without the prior written consent of the Providing Party.
  1. Confidential Information is and shall remain the exclusive property of the Disclosing Party and the other Party does not acquire any rights to such Confidential Information.
  1. The Receiving Party may only use the Confidential Information for the proper performance of the License and Services, and only to the extent necessary for that purpose.
  1. In any event, if the Confidential Information is disclosed to a Third Party as strictly necessary for the performance of the Services, the Receiving Party shall ensure that the Third Party has undertaken, in writing, to respect the secrecy and confidentiality of the Confidential Information in the same terms. In any event, the Receiving Party shall be liable for the breach of the confidentiality duties of its own employees and collaborators.
  1. In application of Law 1/2019, of 20 February, on Trade Secrets, Confidential Information that is identified by any Party as a trade secret shall be treated by the Disclosing Party as such and in accordance with the Disclosing Party’s internal indications and policies.
  1. This confidentiality obligation shall not apply to information that:
  1. Is now, or becomes in the future, public knowledge other than through the Receiving Party’s own acts or omissions;
  1. Can be demonstrated to have been previously known by the Receiving Party;
  1. It lawfully obtains from a Third Party;
  1. The Receiving Party provides proof that the information was independently developed by it without use of the Confidential Information, or;
  1. Information that is required to be disclosed pursuant to applicable law, an order of judicial or administrative nature. In this case, the Party required to make the disclosure shall promptly notify the other Parties so that it can take actions as appropriate to waive the mandatory disclosure. 
  1. The confidentiality obligations contained in this section shall remain in force indefinitely for as long as the Confidential Information remains secret and confidential, regardless of the cause of termination. 
  1. Personal Data Protection
  1. The Parties act as controllers of the personal data they process.
  1. The Parties represent and warrant that they will process personal data in accordance with Data Protection Laws, applying such security measures as may be appropriate to ensure the security, integrity and confidentiality of the personal data to which they have access under this Agreement.
  1. The data may be transferred to the Tax Agency (Agencia Tributaria) and other public administrations, for the fulfilment of tax obligations, as well as to financial institutions for the management of charges and payments. 
  1. The holder of the personal data collected by means of this Agreement may exercise their rights of access, rectification, opposition, limitation, deletion, portability, and the right not to be subject to automated decisions by contacting the addresses included in this agreement as the domicile of VIRMEDEX. They may also complain to the Spanish Data Protection Agency (www.aepd.es), especially when you have not obtained satisfaction in the exercise of your rights.
  1. Representations and Warranties
  1. Except as expressly provided in this Agreement, the Technology shall be provided by VIRMEDEX on an “as is” basis, without any warranty as to its content, functions, availability, or ability to meet the Client’s needs.
  1. Except as expressly provided in this Agreement, VIRMEDEX does not warrant that the Technology will be free of defects, will operate without interruption, or will meet the Client’s expectations.
  1. Each Party shall be liable to the other Party for any direct damage or injury, claim, demand, cost, damage, expense, loss, or injury to people or property arising out of the breach of any obligations under this Agreement, whether wilful, reckless, or negligent by the breaching Party.
  1. In particular, the Client shall indemnify VIRMEDEX against any claim, demand, cost, damage, expense, loss or injury to people or property caused by (i) the use of the Technology; (ii) the medical decisions of the Client derived from the information provided by the Technology; and (iii) the unauthorized access, failure, interruption, defect, loss or leakage of data, and/or computer virus of the Client, provided that it is not due to the fault or negligence of VIRMEDEX. 
  1. Term and Termination
  1. The Agreement shall enter into force on the Effective Date and shall have a duration of one 1 month or 1 year depending on the type of license. The Agreement shall be automatically renewed for monthly or annual periods in the absence of written notice from either Party to the other Party before the date of expiry of the initial term or any of its extensions. 
  1. The Agreement shall not be automatically renewed in the event of a consideration update in accordance with Section 5.2, which shall be expressly accepted by the Client. If the Client does not accept such update, the Contract shall be terminated, without any right to compensation by either Party.
  1. The Parties agree that the Agreement may be terminated in advance by either Party in the event of a serious breach by the other Party of the agreed obligations. To this effect, the default shall be notified to the defaulting Party so that, within a maximum period of ten (10) working days, the defaulting Party may remedy the default. If the defaulting Party persists in the breach beyond the aforementioned period, the complaining Party may terminate the Agreement, without prejudice to the corresponding compensation for any damages that may be due.
  1. The Parties agree that this Agreement shall be terminated if VIRMEDEX’s rights to use and exploit the Technology as set out in Whereas III are revoked for any reason whatsoever, without the Client being entitled to claim any damages for this reason. 
  1. Termination of the Agreement, for any reason whatsoever, shall entail the following consequences:
  1. Immediate termination of the License granted under this Agreement and the rendering of the Services by VIRMEDEX. 
  1. The Client’s refraining from using the Technology. The Client shall return or destroy, at VIRMEDEX’s discretion, all materials, documents and other Confidential Information and all copies, in whole or in part, in any form (including partial copies or modifications) received from VIRMEDEX.
  1. The payment obligations contained in this Agreement which apply prior to the effective date of termination shall continue in full force and effect.
  1. The provisions of Sections 6 to 10 shall continue in full force and effect and shall be binding for the Parties.
  1. Notifications

All notices, approvals, consents, requests, demands or other communications to be delivered to any of the Parties in writing, may be personally delivered or sent by email or certified mail or certified fax with acknowledgment of receipt to the addresses set out in the heading of this Agreement. 

  1. Miscellaneous
  1. Neither this Agreement, nor the use of the License or the rendering of the Services contemplated herein, establishes any employment relationship between either Party and the employees of the other Party. 
  1. The Parties shall not assign the rights and obligations under this Agreement to any Third Party without the express written consent of the other Parties.
  1. Amendments and modifications to the text of this Agreement shall be valid only if made in writing and signed by each of the Parties.
  1. Should any provision of this Agreement become invalid, illegal, or unenforceable, whether in whole or in part, this shall not affect the validity of the remaining provisions of this Agreement. In such a case, the Parties concerned shall be entitled to request that a valid and practicable provision be negotiated which most nearly fulfils the purpose of the original provision.
  1. Neither Party will use the name, trade name, trademark, or other designation of the other Party in connection with any products, promotion, advertising, press release, or publicity without the prior written permission of the other Parties.
  1. Governing Law and Jurisdiction
  1. This Agreement shall be governed by and construed under the laws of Spain.
  1. With express waiver to any other jurisdiction that may correspond to the Parties, any dispute or controversy in relation to, in connection with or resulting from this Agreement which cannot be settled amicably shall be exclusively resolved by the courts of the city of Barcelona.

LAST UPDATED: March 6 2023