Aroa Biosurgery Limited (Aroa) licenses to the Licensee the right to use certain images, text, diagrams, animations and other material (Educational Material), on the following terms and conditions.
1. ‘Licensee’ means any person or entity accessing or using the Educational Material, including any distributor, agent, contractor or other third party.
2. The Licensee acknowledges that the Educational Material may include:
3. The Educational Material is made available on an “as is” basis. The Licensee is solely responsible for ensuring that any use of the Educational Material in its jurisdiction is in accordance with all applicable laws, regulations, rules, guidelines and codes of practice.
4. The Licensee is granted a non-transferable, non-exclusive licence to use the Educational Materials for the sole purpose of the internal training and education about the features, benefits and technical information of the Aroa products it provides to its employees, agents and contractors on the following terms and conditions:
5. The Licensee will not (and will ensure that its employees, agents and contractors do not):
6. The Educational Material is Aroa’s confidential and proprietary information. The Licensee will ensure that all persons to whom the Educational Material is disclosed are contractually bound to keep such information strictly confidential.
7. The Licensee will promptly comply with Aroa’s instructions regarding the update or removal of any Educational Material and will immediately update and/or destroy or return to Aroa the Educational Material at Aroa’s request.
8. The Educational Material does not constitute or contain medical advice. Any medical information provided in the Educational Material is of a general nature and is not intended to be a substitute for medical advice, diagnosis or treatment.
9. Use of the Educational Material is at the Licensee’s sole risk. To the fullest extent permitted by law, Aroa and its officers, directors, employees, or agents will not be liable for any direct, indirect, consequential, punitive or other damages arising out of the supply or use of the Educational Material. The Licensee will fully indemnify Aroa and its officers, directors, employees and agents from and against any loss, damage, expense, cost, claim or proceeding arising from or in connection with the Licensee’s receipt and/or use of the Educational Material.
10. Any breach of these terms is deemed incapable of remedy. Aroa reserves the right to exercise its full legal rights in respect of any breach, including immediately revoking the licence granted under these terms.
11. Aroa agrees to supply, and the Licensee agrees to accept and use, the Educational Material in accordance with the terms and conditions outlined above.
12. These terms are governed by the laws of New Zealand. Any disputes arising under these terms are subject to the exclusive jurisdiction of the New Zealand courts.