Terms of Service

Simlogic AB is a limited liability company incorporated under the laws of Sweden, having its registered office at c/o Sahlgrenska Science Park, Medicinaregatan 8A, 413 90 Göteborg, Sweden (“Simlogic”). “Simlogic” in these terms of service includes the following subsidiaries or affiliates of Simlogic AB: Skillup Learning Pte Ltd, 1 Coleman Street, #05-05 Adelphi, Singapore 179803, Singapore and Skillup AS, Bogstadveien 27B, 0355 Oslo, Norway. These terms of service (the “Terms of Service”) set out the legal terms and conditions applicable to all access to and use of Simlogic’s medical simulation software and related tools, including the SkillupVR platform and its proprietary scenario customizer and facilitator station (“Software”) and any other related services, including programming, design, consultancy, planning, implementation, integration and management services, related to digital simulation and the Software (“Services”) provided by Simlogic from time to time.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING AND USING THE SOFTWARE AND THE SERVICES YOU INDICATE THAT YOU HAVE READ AND UNDERSTOOD, AND CONFIRM THAT YOU AGREE TO BE BOUND BY, THIS AGREEMENT, INCLUDING ANY RESTRICTIONS REGARDING USE OF THE SOFTWARE AND LIMITATION OF LIABILITY. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, AND DO NOT WISH TO BE LEGALLY BOUND BY THEM, YOU MAY NOT USE THE SOFTWARE OR THE SERVICES.

Simlogic may update these Terms of Service from time to time, for example to reflect changes in law or best practice, or to deal with additional features, and shall provide written notice of such updates to the Customer at least sixty (60) days prior to the implementation of the changes.

1 Definitions

For the purpose of these Terms of Service, and other as already defined above, the following terms shall have the meaning set forth below:

“Authorized User” means the Customer’s employees’ or consultants’ that are accessing the Software on behalf of and under the control, direction or management of the Customer.

“Customer”, “you” and “your” refer to the individual person, company or organization that has received access to the Software or the Services by entering into these Terms of Service.

“Customer Data” means any data, text and other content that is input by or on behalf of Customer or any Authorized User in or through the Software, however excluding any Usage Data, Documentation and Scenarios generated by the platform.

“Documentation” means the user operating guides, training materials and other text, materials and specifications for the Software that Simlogic makes available to the Customer under the Terms of Service.

“Scenarios” means the proprietary exercise modules in the virtual medical simulation Software providing medical scenarios according to injuries, examination, and investigation findings according to training needs and learning outcome.

“Services” is defined in the preamble and is further described in Section 4 below.

“Software” is defined in the preamble.

“Subscription Agreement” means a written agreement, Customer order or purchase order for the Software and Services, on a subscription basis for a specified period of time, entered into by Simlogic or Simlogic’s distributors and Customer.

“Usage Data” means all information and data elements in an aggregated, statistical or summary format created, developed or produced by Simlogic using the Customer Data, including, following Simlogic’s aggregation, integration or combination of Customer Data with data proprietary to Simlogic, provided that the Usage Data must be at sufficient level of abstraction and de-identified such that none of the data elements contained in the original Customer Data, including personal data of Authorized Users, can be determined solely through an analysis of the Usage Data.

In these Terms of Service, save where the context otherwise requires: (i) the singular includes the plural and vice versa; (ii) references to Sections are to sections of these Terms of Service; (iii) headings are for convenience only and shall not affect the interpretation; and (iv) the term “including” and other similar expressions shall be non-exclusive and hence be read as “including but not limited to”.

2 Access and Right to Use Software and Documentation

  1. Access and use of the Software is offered on a subscription basis and therefore requires that the parties have entered into a Subscription Agreement. The Software is distributed as a cloud-based online service (software-as-a-service). Subject to a valid Subscription Agreement and compliance with these Terms of Service, the Customer and the Authorized User are permitted access and has a right to use the Software, Services and Documentation for the duration set forth in the Subscription Agreement.
  2. The Software may not be accessed or used for purposes of monitoring its performance or functionality or for any other benchmarking or competitive purposes.
  3. The access and use of the Software may require that the Customer or the Authorized User downloads a local software simulation application to enables the use of the platform, to be installed on machines operated by the Customer, for which the Customer is granted an non-exclusive, non-transferable and non-sublicensable license during the term of the Subscription Agreement to the extent necessary for the Customer to use and access the Software.
  4. The Customer is solely responsible for providing, installing, and maintaining at your own expense all equipment, facilities, and services needed to enable Authorized User’s access and use of the Software through the interface, including all computer hardware, VR-headsets, software, operating systems, infrastructure networks, and internet access, as well as necessary security measures such a firewall and antivirus protection. The Customer is responsible for obtaining, maintaining and supporting the foregoing. Simlogic is not responsible for any security breach, loss of data, failure, contaminants or interruption or for any other damage related to the Customer’s infrastructure (or lack thereof). The Customer acknowledges that if a third party makes changes to its hardware or software etc., that may impact the ability for the Software to operate, in part or in whole, and that Simlogic shall not be deemed to be in breach of these Terms of Service and shall have no liability for any losses or harm caused by such changes.
  5. The Customers is not permitted to enable any person or entity other than Authorized Users to access and use the Software or Services on Customer’s behalf. In particular, the Customer is not permitted to grant any direct competitors of Simlogic access to the Software without Simlogic’s prior consent.
  6. The Customer is responsible for all materials and content provided to Simlogic for the integration or use in the Software and that all such materials and content is compliant with applicable laws and regulations.

3 Use Restrictions

  1. The Software and Services are provided for internal education and research purposes only. The Software and Services may not, and should not, be used for diagnosis, monitoring, treatment or alleviation of disease, an injury or disability or any other medical condition. The Customer is, as between the parties, solely responsible for any risks associated with respect to diagnostic decision-making assessment, improper medical treatment, injury or other damage. Simlogic is not responsible for deficiencies in the steps, procedures or other aspects of the Scenarios, all such assessment or determination of appropriate procedures and diagnostic decisions are the responsibility of the Customer.
  2. The Customer may not, in each case to the extent permitted by applicable law:
    1. use the Software for any other purpose than authorized under these Terms of Service;
    2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Software in any form or media or by any means;
    3. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
    4. access all or any part of the Software in order to build a product or service which competes with the Software or to copy any ideas, features, functions or graphics of the Software;
    5. use the Software to provide services to third parties other than as provided under the Terms of Service;
    6. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party in breach of the terms of the Terms of Service;
    7. attempt to obtain, or assist third parties in obtaining, access to the Service other than as provided under the Terms of Service;
    8. use the Software or the Services for any data mining, data gathering or extraction;
    9. introduce or permit the introduction of any virus or vulnerability into the Software; or
    10. attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Software.
  3. The Customer shall ensure, and is responsible for, that the Authorized User comply with the Terms of Service with respect to the access and use of the Software and the protection of Simlogic’s Confidential Information. Any act or omission by an Authorized User in connection with the access and use of the Software that would constitute a breach of the Terms of Service shall be considered a breach by the Customer.

4 Services

  1. In connection with the onboarding of a Customer to the Software, Simlogic will provide deployment and customization Services to the Customer to enable the Customer to access and utilize the Software. Customization of the Software beyond standard setup will be subject to additional fees and delivery time, which shall be agreed upon by the parties in each individual case. Simlogic will use commercially reasonable efforts to provide such additional Services.
  2. Simlogic will not be responsible for any delays or other non-performance caused in whole or in part by any act or omission of the Customer, for example if the Customer is in delay in providing complete and accurate Customer information and data that is necessary for Simlogic’s performance of the Services.
  3. Simlogic may, from time to time, update, alter or suspend parts of the Software to improve performance, enhance functionality, reflect changes to the operating system, address security issues or comply with applicable laws and regulations. The Software may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.
  4. Simlogic’s sole liability for a breach of its obligations with respect to the provision of the Software and the performance of the Services is, at Simlogic’s discretion, to (i) re-perform the applicable Services to conform with the obligations or (ii) terminate the non-conforming Software or Services and refund the portion of the fees paid by the Customer for such non-conforming Software or Services.
  5. The Software and Services does not include the provision or sale of any hardware components. Simlogic may, in its discretion, provide assistance to the Customer for its procurement of hardware equipment from third parties for use with the Software, provided that Simlogic will have no responsibility, or provide warranties, for such hardware.

5 Subscription Period and Payment

  1. The fees for the access to the Software and Services, and the subscription period, are set out in the Subscription Agreement. The Subscription Agreement may be subject to automatic renewal for successive periods, if set out therein. The fees do not include taxes duties and levies imposed by foreign, federal, state, local or other taxing authorities, including export, sales, use, excise, and value-added taxes, based on the transactions or payments. All amounts payable by the Customer will be paid without deduction or withholding for any tax, duty or levy imposed by any taxing authority.
  2. Fees for a renewed paid subscription will be charged at the then-current subscription plan rates. Such price adjustments shall be communicated to the Customer at least thirty (30) days prior to the renewal of the subscription period.
  3. All payments under the Subscription Agreement and the Terms of Service are due within 30 days of the invoice date unless otherwise agreed-to by the parties in writing. Late payments of an invoice shall be subject to a late payment charge with interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded daily from the due date until the date of payment. If any payment is not made when due, Simlogic may suspend use and access to the Software. All prepayments, if any, for the Software and Services (monthly, yearly, or otherwise) will be deemed fully earned upon payment and are non-refundable.

6 Compliance with Laws and Regulations

  1. The parties agree to comply with applicable laws and regulations relating to safety, health, environment, and anti-bribery/anti-corruption with respect to the Software and the Services.
  2. The Customer will comply with all relevant export laws and regulations in jurisdictions where Customer uses any of the Software or Services or otherwise that are applicable to the Customer. Customer certifies that Customer will not export, re-export, ship, transfer or otherwise use the Software or any other subject matter made available hereunder in any country subject to an embargo or other sanction by the European Union or the United States, including Iran, Syria, Cuba, Sudan and North Korea and that the Customer will not use the Software or any other subject matter made available hereunder for any purpose prohibited by applicable export laws.

7 Intellectual Property and Ownership of Customer Data

  1. All rights to and ownership of intellectual property relating to Simlogic’s systems and methodologies, including but not limited to the Software and other software, integration interfaces, Scenarios, Documentation, Usage Data, materials and know-how related thereto, (hereinafter together “Simlogic IP”), including as later modified, amended or developed, are and shall remain the exclusive property of Simlogic.
  2. The Terms of Service does not grant the Customer any rights to the Simlogic IP other than as expressly set forth in this agreement.
  3. The Customer’s use of the Simlogic IP is restricted as set out in Section 3 above.
  4. The Software may contain third-party software, tools or plug-ins (“Third Party Software”). To the extent any Third Party Software are provided under terms that are inconsistent with the rights granted in the Terms of Service, then the applicable Third Party Software terms will take precedence over those rights, but solely with respect to the applicable Third Party Software.
  5. The Customer retain ownership and rights to Customer Data. Simlogic may use the Customer Data to generate Usage Data. Simlogic shall own and retain all right, title and interest in and to the Usage Data, together with all intellectual property rights therein. The Customer is responsible, and Simlogic assumes no liability, for the Customer Data that Authorized Users or other third parties post, send, or otherwise make available over or through the Software. The Customer agrees that, provided that no Confidential Information is publicly disclosed, Simlogic may (i) use Customer Data to improve, refine, supplement or test the Software and Service offering, (ii) include aggregated and anonymized data in any publicly available reports, analyses, and promotional materials, (iii) retain anonymized, non-attributable data following any termination of these Terms of Service for use in connection with the above and (iv) list you as a Customer and use the name and logo of the Customer on Simlogic’s website and in publicly available customer lists.

8 Warranty and Disclaimer

  1. Simlogic shall ensure that the Software is free from material defects and complies with any specifications issued by Simlogic and applicable laws in the jurisdiction from which the Software is deployed.
  2. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE SOFTWARE AND THE SERVICES AND ANY OTHER PRODUCTS, COMPONENTS OR SERVICE PROVIDED HEREUNDER ARE PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, SIMLOGIC DISCLAIMS ALL WARRANTIES AND CONDITIONS, OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 8, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. SIMLOGIC DOES NOT WARRANT OR PROVIDE ANY CONDITION THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

9 Limitation of Liability

  1. Neither party shall be liable for any special, indirect, incidental, consequential losses of any kind, regardless of how it was caused and including, loss of profit, loss of reputation or goodwill, loss of production, loss of business or business opportunities, loss of revenues or anticipated savings, or loss or corruption of data or information. This limitation will apply irrespective of whether such damage or loss was foreseeable or not.
  2. Simlogic’s total liability arising out of or in connection with the Terms of Service and the Subscription Agreement shall not exceed in the aggregate an amount equal to the subscription fees paid by Customer for the Software and the Services during the twelve (12) months prior to the event giving rise to the claim.
  3. The limitation or exclusion of liability provided in Section 9.1 and 9.2 shall not apply to the benefit of a party in the event of (a) willful misconduct or gross negligence on behalf of such party, (b) death or personal injury resulting from its own negligence or the negligence of its employees, agents or sub-contractors, (c) fraudulent misrepresentation by such party, (d) any other liability which cannot be limited or excluded according to applicable law, or (e) liability in relation to breach of Section 3.2.

10 Termination and Consequences of Termination

  1. The Terms of Service will apply for the duration of the term set forth in the Subscription Agreement.
  2. Either party may terminate the Terms of Service or the Subscription Agreement with immediate effect if
    1. the other party commits a material breach and fails to remedy the breach within thirty (30) days of receiving a written notice thereof;
    2. the other party has suspended payment or is, or may reasonably be expected to have become, insolvent; or
    3. a party otherwise is entitled to terminate the Terms of Service with immediate effect as set out in these Terms of Service.
  3. Notice of termination, or a request to remedy a breach, shall be made in writing without undue delay after the circumstance giving rise to termination becomes known. If a party has been requested to remedy a breach and the breach is not remedied within the time period specified in the preceding paragraph, notice of termination shall be made in writing without undue delay after the expiry of the specified time period.
  4. Upon the expiry or termination of the Subscription Agreement, for whatever reason, all rights granted to the Customer automatically and without further actions cease to apply. The Customer shall make no further use of the Software. All terms and conditions that are obviously intended to survive termination or expiration of the Terms of Service shall remain in effect even after termination or expiration.

11 Confidentiality

  1. Each party undertakes not to acquire, use or disclose Confidential Information other than as permitted under these Terms of Service. “Confidential Information” means all proprietary, technical or business information, ideas, materials, know-how or other subject matter disclosed or otherwise made available by one party to the other party as a result of entering into or performing its obligations pursuant to these Terms of Service, including the Software, Scenarios and other Documentation (which shall be considered the Confidential Information of Simlogic). Confidential Information does not include information: (i) that is generally known or becomes generally known other than through a party’s breach of the provisions of the Terms of Service, (ii) that a party already possessed or knew at the time it was received from the other party, (iii) that a party can demonstrate was received from a third party without being bound by a confidentiality obligation in relation to that third party, or (iv) that the other party has agreed in writing may be disclosed. For clarity, the training carried out by the Customer using the Software shall be considered as the Customer’s Confidential Information.
  2. The parties undertake to treat all Confidential Information as strictly confidential, and not to disclose it to any person other than the person or persons at the party who need Confidential Information for the party to perform its obligations under the Terms of Service. The parties warrant that these persons will treat the Confidential Information in accordance with the provisions of this Section. The obligations under the Terms of Service concerning Confidential Information do not prevent a party from disclosing or releasing information if and to the extent the party is required to disclose it under mandatory legislation, a judgment, order of a public authority or under an agreement with a stock exchange or other market place with which the party must comply, or in order to protect its interests in a dispute under the provisions of the Terms of Service if a dispute arises.
  3. This non-disclosure obligation shall apply during the Subscription and for three (3) years thereafter or for such longer period during with the Confidential Information constitutes protected trade secrets under applicable law.

12 Personal Data

  1. To access certain features of the Software and Services, Authorized Users may need to register for an account by providing Simlogic with certain information and credentials. Simlogic will process personal data in accordance with the Privacy Policy published at https://skillupvr.com/privacy-policy/. Customer is responsible for keeping account passwords confidential and secure, including to ensure that login information is not shared in breach of the restrictions in the Terms of Service, and further acknowledges that the Customer is solely responsible and liable for any activities that occur under the Authorized Users’ account.
  2. The Customer shall not disclose or otherwise share through the Software or otherwise with Simlogic any information or personal data, relating to identifiable individuals, concerning health, including personal data related to the physical or mental health of a natural person and the provision of health care services, which reveal information about his or her health status.

13 Miscellaneous

  1. These Terms of Service constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all written or oral warranties, commitments, undertakings and agreements between the parties which have preceded the Terms of Service.
  2. If a party fails to perform a contractual duty due to an impediment beyond its reasonable control and it could not reasonably have been expected to have taken the occurrence of the impediment into account at the time of conclusion of these Terms of Service and it could not reasonably have avoided or overcome the effects of the impediment (“Force Majeure”), that party is relieved from its duty to perform its obligations under the Terms of Service and the Subscription Agreement during the length of time required to overcome the effects of such Force Majeure. Neither party shall be liable for damage or loss to the other party caused by performance being affected, postponed or terminated as a result of this Section. If a party wishes to invoke Force Majeure in accordance with this Section, it shall give notice thereof to the other party when there is a risk for failure or delay to perform an obligation under these Terms of Service. In the absence of such notice, the party shall not be discharged from liability for any damage which could have been avoided had notice been given in due time.
  3. All notices, requests or demands to Simlogic under these Terms of Service must be in writing and sent to Simlogic to the address specified above. Such notices shall be deemed to have been received by the recipient if (i) delivered by courier, on the day of delivery; (ii) sent by registered letter, seven (7) days after posting; or (iii) sent by e-mail, on the day of dispatch provided that the sender receives a confirmation from the receiver.
  4. In no event shall any delay, failure or omission of a party in enforcing, exercising or pursuing any right, claim or remedy under the Terms of Service be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived in writing.
  5. The Customer may not assign your rights or obligations under these Terms of Service without the prior written consent of Simlogic. Simlogic may assign its rights and/or obligations under the Terms of Service to an affiliate of Simlogic or in connection with the merger, consolidation, or transfer of all or substantially all of that portion of Simlogic’s assets to which the Terms of Service relates.

14 Governing Law and Disputes

  1. These Terms of Services are governed by the laws of Sweden.
  2. Any dispute, controversy or claim arising out of or in connection with the Terms of Service, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administrated by the SCC Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Gothenburg. The language to be used in the arbitral proceedings shall be English. All arbitral proceedings, as well as any decision or award, conducted with reference to this arbitration clause will be kept strictly confidential by the parties.