Service Agreement (SA) for Usage

PURPOSE OF THIS AGREEMENT

This Service Agreement ("SA") is a legal agreement between you (the “USER”, either an individual or a legal entity), and MIAC AG, Basel, Switzerland (the “PROVIDER”) regarding the use of the “MIAC Brain Volumes” and tools available under the Internet domain https://miac.swiss (“MIAC Brain Volumes”).

For the purposes of this SA, MIAC Brain Volumes includes all services provided, sample datasets, the associated media and any online or electronic documentation.

By using MIAC Brain Volumes, the USER agrees to be bound by the terms of this SA. If you do not agree to the terms of this SA, then you are prohibited from using MIAC Brain Volumes.

IMPORTANT RESTRICTIONS AND WARNINGS

The access to and use of MIAC Brain Volumes is restricted to (i) accessing it from within, (ii) for use within and (iii) under the laws of the European Union, the European Economic Area and their member states plus Switzerland (the “Permitted Countries”). Any other access to and use of MIAC Brain Volumes is strictly prohibited.

The MIAC Brain Volumes is offered as a research tool and is intended exclusively for use by qualified professionals.

The USER hereby represents and warrants that he has read and understood these restrictions and warnings and that he will only access to or make use of the MIAC Brain Volumes if and when all of these requirements are met without reservation.

The USER also warrants that the PROVIDER shall not be subject to any further obligations with respect to the documentation and storage of MRI images and analysis results, as specified in this contract, subject to any separate separate written agreements with the USER.

INTENDED USE

MIAC Brain Volumes is a computer system used for quantitative measurements of brain volumes from individual human brain MRI scans. The system is online, service based and the user interface is accessible using a standard web browser.

The USER may upload a single MRI Image at a time and MIAC Brain Volumes offers a numeric value of the volume of caudate, hippocampal, palladium, putamen, thalamus and ventricles based on the application’s models. In turn, the USER receives a report with numeric results along with verification images.

STORAGE AND COMPLAINT HANDLING

The MRI images uploaded by the USER to the MIAC Brain Volumes, as well as the reports generated by the MIAC Brain Volumes, are stored on the systems of MIAC AG for a maximum of one month from delivery of the report to the USER.

During this period, the user may, in the event of any inconsistencies found or suspected, initiate the complaint procedure, which consists of a re-analysis of the corresponding MRI image uploaded by the user and the possible creation of a new report.

After this period, the MRI images uploaded by the USER to the MIAC Brain Volumes and the related reports on the systems of MIAC AG are deleted.

SPECIFICATION

MIAC Brain Volumes computes the volume of the left, right caudate, hippocampus, palladium, putamen, thalamus, ventricles, CSF and the intracranial volume from brain MRI scans using automatic segmentation. The computed volumes are expressed in cm3 with two decimal places after the comma.

GRANT OF LICENSE

PROVIDER grants to you, the USER, a free personal, worldwide, non-assignable, non-exclusive license to use MIAC Brain Volumes for the purpose of research.

The USER is free to publish MIAC Brain Volumes processing results in scientific journals and / or at scientific conferences, provided that appropriate reference to MIAC Brain Volumes is made. Example statement: “Processed by MIAC Brain Volumes, a product of MIAC AG, Switzerland”.

Notwithstanding any of the above, the USER may not, without the prior written consent of PROVIDER (i) assign, rent or lease MIAC Brain Volumes, (ii) charge anyone for any activity that uses MIAC Brain Volumes (e.g. for segmentation and/or quantification), (iii) charge others for operating the platform.

The USER may not incorporate MIAC Brain Volumes or any of its parts into any commercial product of any kind.

Without prejudice to any other rights including compensation of damage, PROVIDER may terminate this SA with immediate effect if the USER fails to comply with the terms and conditions of this SA.

COPYRIGHT and TRADEMARKS

All title and copyrights in and to MIAC Brain Volumes (including but not limited to any code, documentation, images, text or data) are owned by the PROVIDER except as provided hereafter. MIAC Brain Volumes is protected by Swiss copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. MIAC Brain Volumes is licensed, not given away or sold.

This SA does not grant any rights to use the trade names "MIAC Brain Volumes", “MIAC AG”, or any other trademarks or trade names belonging to PROVIDER unless explicitly permitted herein or in writing by PROVIDER.

NO SUPPORT OR WARRANTY

MIAC Brain Volumes is provided with e-mail support. PROVIDER may, at its own discretion, provide bug reports or upgrades. Upgrade notifications are published at the MIAC Brain Volumes web site. MIAC Brain Volumes may contain errors that could cause failures or loss of data, and may be incomplete or contain inaccuracies. The USER expressly acknowledges and agrees that the use of MIAC Brain Volumes, or any portion thereof, is at USER's sole and entire risk. MIAC Brain Volumes is provided "AS IS" and without warranty or support of any kind. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN MIAC Brain Volumes WILL MEET USER'S REQUIREMENTS, OR THAT THE OPERATION OF MIAC Brain Volumes WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN MIAC Brain Volumes WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROVIDER CREATES A WARRANTY OR IN ANY WAY INCREASES THE SCOPE OF THIS WARRANTY.

Notwithstanding any of the foregoing, PROVIDER shall inform the USER of (i) any incidents and problems which he may become aware of in connection with the use of MIAC Brain Volumes and issue the necessary guidance in order to avoid such incidents and problems and (ii) of any modifications made by PROVIDER on the system and the known consequences for the use thereof. Any such information shall be made through the USER’s e-mail address as explained below.

INDEMNIFICATION

The USER agrees to release and to indemnify PROVIDER, and any of its trustees, directors, employees, professional staff or agents from any and all claims and damages in any way arising from the improper use of MIAC Brain Volumes by the USER, the institution of the USER, or any other individual or entity obtaining access to MIAC Brain Volumes through the USER.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL MIAC AG BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS SA OR USER'S USE OR INABILITY TO USE MIAC Brain Volumes, OR ANY PORTION THEREOF, even if MIAC AG has been advised of the possibility of such damages AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

E-MAIL-ADDRESS AND MAILINGS

Please verify that your USER e-mail address is correct, as this will be the address that MIAC AG will send the MIAC Brain Volumes USER service access confirmation to. Also, this e-mail address will be added to an MIAC Brain Volumes USERs' mailing list, which will distribute bug reports and updates. You may unsubscribe this mailing anytime via e-mail to: support@brainvolumes.ch. Bugs may be reported to the PROVIDER via e-mail to: support@brainvolumes.ch. Please read also carefully our privacy statement published on our website for further information about the intended use of your personal data including your e-mail-address.

APPLICABLE LAW

To the extent permitted by applicable law, the laws of Switzerland shall govern the interpretation of this End USER License Agreement, regardless of conflict of laws principles.

© 2019 MIAC AG, Basel, Switzerland. All rights reserved.