1. General
This General Terms and Conditions (hereinafter the “GTC”) govern the legal relationship (hereinafter the “Agreement”) between you (hereinafter the “User”) and AO Foundation, Clavadelerstrasse 8, 7270 Davos, Switzerland (hereinafter “the AO”, together the “Parties”) concerning the websites www.aofoundation.org, www.aotrauma.org, www.aospine.org, www.aocmf.org, www.aovet.org, www.aorecon.org, www.myao.app, surgeryreference.aofoundation.org (hereinafter the “Sites”).
By using the Application and its Services, the Sites, or upon clicking of the acceptance icon indicated on the Sites, the User confirms to have read these GTC and agrees to be bound by these GTC.
These GTC are available on the Sites. The User has the possibility to download a PDF file of these GTC which can be printed out and saved at any time.
2. No advice
The Sites are not designed for laypersons. The products, procedures, therapies, etc, described on the Sites are only to be applied in environments specially designed and by medical professionals specially certified and trained for such procedures.
The information provided on the Sites is for educational and research purposes only and does not give professional advice or recommend particular products, procedures or therapies, etc. The information contained in the Sites is not intended to present the only or necessarily the best products, procedures, or therapies, etc.
No suggested test or procedure should be carried out unless, in the User’s professional judgment, its risk is justified. Whoever applies products, procedures and therapies, etc, shown or described on the Sites does so at her/his own risk and is responsible for their compliance with all local laws, regulations, and medical practice applicable. Because of rapid advances in the medical sciences, the AO recommends that independent verification of diagnosis, therapies, drugs, dosages, and operation methods should be made before any action is taken.
All information contained in the Sites is only intended for preparing medical procedures and not as an aid while carrying out medical procedures.
Individuals with any type of medical condition are specifically cautioned to seek professional medical advice before beginning any sort of health treatment. For medical concerns, including decisions about medications and other treatments, users of the Sites should always consult their physician or other qualified health-care professional.
3. License to Services
Subject to your compliance with these Terms, we grant you a nonexclusive and nontransferable license upon and limited to necessity to download and install one (1) copy of the Application to your mobile device, and to access and use the Services, solely for your own personal use. You may not: (i) copy, modify or distribute the Application for any purpose; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute the Application or the Services to any third party; (iii) decompile, reverse-engineer, disassemble, or create derivative works of the Application or the Services; (iv) make the functionality of the Application or the Services available to multiple users through any means; or (v) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms.
4. Third-Party Materials and agreements
5. No warranty
The Sites and the Services connected therewith are provided on an “as is,” “with all faults,” and “as available” basis and the entire risk as to satisfactory quality, performance, accuracy and efforts is with the User. The AO does not make any representations or warranties, express of implied, under the agreement. Any and all representations and warranties of the AO under or in connection with the agreement are excluded to the extent legally possible, including but not limited to representations of warranties:
Of merchantability, fitness for a particular purpose, workmanlike effort, error free access to the sites or use thereof;
Regarding any data and/or information provided or made available by the AO or a User on the sites or on any external websites linked to the sites including but not limited to information being of satisfactory quality, adequacy, accuracy, timeliness, completeness, compliance with local laws as well as the regulations and medical practice thereof; and
Of uninterrupted or error-free access or use of the sites.
The Sites do not, and in no way constitute or imply the endorsement, recommendation, or appropriate of an advice. The AO does not screen nor in any other way examine the information uploaded by its users on the Sites but simply provides the platform.
Any graphic or pictorial materials appearing on the sites are digitized reproductions which, though viewable, are not of diagnostic quality and are not designed nor intended to become a permanent part of any patient’s medical record.
The User represents and warrants that (i) the User has all necessary power and authorization to accept the GTC; (ii) these GTC are legal, valid, binding and enforceable against the user; (iii) the User’s acceptance of these GTC will not violate any law, rule, regulation or order, or any agreement, binding the User; (iv) and the User will observe all applicable laws and provisions of these GTC.
6. No liability
7. Membership and fees
The conditions for memberships, the applicable fees and the payment conditions are set forth on the Site. The respective provisions shall be integral part of this agreement.
The AO or the respective AO specialty is entitled to terminate the membership of the User, if any, with immediate effect for reasonable cause. In such a case, the AO shall not be obliged to refund any monies paid to the AO or an AO specialty by the User.
If the User does not accept the termination, she or he has to inform the AO within 20 days of the termination of the AO or the respective AO specialty in writing. In such a case, the AO Foundation Board (AOFB) shall decide about the effectiveness of the termination within reasonable time. The decision of the AOFB shall be final and binding.
The usage of the Sites by the AO and the Services of the AO under the agreement connected therewith by the AO are free of charge, unless otherwise indicated on the Sites.
The AO reserves the right to charge for the usage of parts of the Sites and the Services under the agreement at any time subject to a respective modification of the agreement according to Article 14 below.
8. Intellectual property rights
Unless otherwise stated in this agreement, any and all intellectual property rights (including, but not limited to copyrights) in all data, information and material uploaded by the User (hereinafter the “User Material”) is—subject to Article 7 below—owned by User.
Prints or download extracts from the data, information or material of the Sites (hereinafter the “AO Material”) as well as any other reproduction thereof are permitted for educational and research purposes or personal use only. None of the AO Material may be used for any commercial purpose by the User. Particularly, the User may not license, sublicense, sell, resell, transfer, assign, distribute, or otherwise exploit or make available to any third party the AO Material in any way.
No AO Material may be reproduced, stored in or transmitted on any other websites (including intranet sites) by the User nor is the User permitted to create any derivative works based on AO Material without written permission of the AO.
Some names, instruments, treatments, logos, designs, etc, referred to on the Sites are protected by patents, trademarks, or other intellectual property rights even though specific reference to this fact is not made on the Sites. Therefore, the appearance of a name, instrument, etc, without designation as proprietary is not to be construed as a representation by the AO that it is in the public domain.
9. User data license
In the course of visiting the Sites, the User may upload User Material. As between the Parties, the User shall remain the sole owner of all User Material, provided however that the User hereby grants to the AO a worldwide, eternal, unlimited, non-revocable, and non-redeemable license to use, copy, distribute, display, disclose, and perform such User Material or parts of the User Material, to create derivative works thereof, and to sublicense such rights for any and all purposes. The User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all User Material, and the AO shall not be responsible or liable for the deletion, accuracy, correction, disclosure, destruction, damage, loss or failure to store any User Material. For the avoidance of any doubt, the license granted by the User to the AO shall remain valid even if this agreement is terminated for whatever reason.
Any User Material shall be depersonalized by the User before submitted to the AO (ie, the User must ensure that User Material does not qualify as personal data in the sense of Art. 3 let. a of the Swiss Act on Data Protection when submitted to the AO). The User acknowledges that he/she has the sole responsibility that any and all User Material is fully depersonalized.
The User Material has to comply with all relevant laws and regulations as well as ethical and medical standards and may not (i) have an illegal, harmful, or harassing content or invade another’s privacy, (ii) infringe rights of a third party, including any intellectual property rights, or (iii) contain viruses or any other computer codes, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
If the AO exploits the User Material, it will name the respective User to the extent reasonably possible. The AO is, however, not obliged to pay to the User a royalty or other financial compensation for such exploitation.
10. Data protection
11. Advertising material
12. Infringement and indemnification
If the User does not comply with these GTC, AO has the right to prevent the User from visiting the Sites and using the Services connected therewith, and AO reserves the right to any legal action the AO thinks is appropriate.
If, based on a written agreement between the User and the AO, the User is entitled to provide access the Sites to third persons, the User represents that all such third persons using the Sites are contractually bound by these terms, conditions and disclaimers as well.
The User agrees to indemnify, defend and hold harmless the AO, to the fullest extent permitted by law, against any cause of action, all liabilities, losses, costs or expenses (including reasonable fees and expenses of legal counsel) with respect to any claim by third parties arising out of the User’s failure to perform its obligations under the agreement.
13. No right to visit the Sites and modification of the Sites
Unless expressly stated in this or another written agreement between the Parties, the AO has no legal duty to the User, and may at any time and without giving grounds prevent the User from visiting the Sites and using the Services connected therewith.
The AO is entitled without prior notice to the User in its free discretion
To shut down the Sites temporarily or permanently at any time
To remove any and all content on the Sites
To modify the Sites and the Services connected therewith
14. Termination of the agreement
Each Party may terminate this agreement with immediate effect by email at any time.
Upon termination of the agreement, the User shall not have access to the Site anymore without restriction. The user data license according to Article 7 above shall under no circumstances be terminated due to the termination of this agreement.
15. Force majeure
No Party shall be liable to the other if performance of any of its obligations hereunder is prevented, hindered, or delayed by the occurrence of circumstances beyond its control, which circumstances shall include, but shall not be limited to, any act of God, act of any government or other statutory undertaking, industrial dispute beyond the area of control of such Party, fire, explosion, accident and power failure, always provided (i) they constitute a force majeure event (ie, are beyond the control of the Party invoking it, and (ii) they are not the result of the failure of such Party to perform any of its obligations under the agreement.
Following the occurrence of any such event the Party thereby affected shall notify the other Party in due time of such occurrence and such Party shall use its reasonable endeavors to overcome or to minimize the adverse effects thereof.
Performance of the affected and related obligations shall be postponed for a period equal to the time lost by reason of the delay. If as a result of force majeure a Party is rendered definitely unable to perform, or if the period of force majeure has lasted longer than three months or as soon as it is reasonably clear that it will last longer than three months, the other Party may, with immediate effect, terminate the agreement in writing.
16. Modification of the agreement
17. Payment rules
For international payments, the recipient and the payer each bear the costs charged by their own bank (fee regulation SHA).
The recipient of the payment accepts that the payer is not able to control the correct processing of the payment instructions.
The recipient of the payment further accepts that the payer is not obliged to bear any costs charged by the bank of the recipient, even if these costs might reduce the amount of the payment credited to the account of the recipient.
18. Evaluation criteria and selection for AO events
If no other evaluation criteria are expressly defined and stated, evaluation is done in general first come, first serve. This means that the applicants are considered according to the sequence their registration and payments arrived in the AO.
No correspondence concerning the evaluation criteria and the selection will be hold and legal action is ruled out.
19. Recording at AO events
20. Miscellaneous
The User shall not assign any rights and obligations under this agreement without the AO’s prior written consent.
The agreement constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement.
Failure or neglect by the AO to enforce any of the provisions of this agreement shall not be construed or deemed to be a waiver of the AO’s rights nor shall this affect the validity of the whole or any part of this agreement, nor prejudice the AO’s rights to take subsequent action.
The Parties are and remain independent parties. It is not the Parties’ intent to create and this agreement does not create the formation of a partnership, joint venture or similar relationship between the Parties.
Should any provision of this agreement be invalid or unenforceable, the remaining provisions shall be valid. In the place of an invalid provision, a valid provision is presumed to be agreed upon by the Parties, which comes economically closest to the one actually agreed upon.
This agreement is solely governed by substantive Swiss law, regardless of where the person visiting one or several Sites resides or where this person made his submission, posting, transaction or connection with one or several Sites.
All disputes arising out of this agreement or in connection with this agreement shall be solely and finally settled by a court of arbitration consisting of one arbitrator in accordance with the Swiss Rules of International Arbitration of the Swiss Chamber of Commerce. The place of arbitration shall be Zurich. The court of arbitration shall conduct the proceedings and all awards shall be rendered in the English language.
