This document complements and is part of Medical Avatar’s Proposals to prospective and existing customers. Medical Avatar reserves the right to amend this document without prior notice and without prejudice to the validity period for each Proposal. This document consists of two components: Proposal Execution Conditions and General Sales Terms and Conditions.
1. Proposal Execution Conditions
The Customer is responsible for the delivery of the required information for the solution to be implemented, within the deadlines agreed in the Briefing, so that the proposed delivery dates and times can be met by Medical Avatar. During the solution implementation, necessary interaction with the Customer will be held by teleconference, and there shall be no more than one face-to-face meeting at the Customer’s premises. Any potential translation of the project into other languages will be made exclusively by Medical Avatar, for an additional fee.
2. General Sales Terms and Conditions
Medical Avatar guarantees, for a period of six (6) months from the acceptance of this proposal, unless a specific term in the proposal refers to a different deadline: (i) that the solution will perform in accordance with the identified terms; and (ii) that the means by which the solution is supplied will not contain any defect in material or workmanship under normal conditions of use. Despite the constant efforts made by Medical Avatar, this does not guarantee that the functions contained in the solution will meet all the Customer’s requirements, or that the solution development will be uninterrupted and free of error. The Customer assumes responsibility for the use of the solution to achieve the desired results, as well as for its installation and usage. Medical Avatar’s responsibility is exclusively limited to the repair or replacement of software components of the solution that may be consistent with the above-identified performance guarantee. The above-estimated liability is not valid if it is found that any changes to the solution have been made, or if the failure in the solution has been caused by misuse, abuse or failure to follow operating instructions given at solution delivery. Under no circumstances will Medical Avatar be responsible for any damages, including lost profits, economic loss or any other damages arising from the use or inability to use the solution, even if advised of the possibility of such damages.
Confidentiality and Responsibility
Medical Avatar ensures the confidentiality of all information given by the Customer, whether related to business processes and internal operations or any other type of information that can possibly be related to the Customer’s performance and duties. Medical Avatar does not accept any responsibility for losses, deficiencies or errors in the developed work, if they are caused by failure of or error in the received specifications. If it is confirmed that work has been done beyond the previously defined scope, Medical Avatar shall communicate this situation to the Customer and renegotiate the terms of the existing collaboration. If there is any change in the information provided to Medical Avatar which introduces changes to the planned work or causes a delay in meeting the deadline and which is approved by the Customer, there will be an adjustment to the fee agreed with Medical Avatar.
Intellectual and Industrial Property Rights
The Customer acknowledges that the original ownership and exclusive ownership of the intellectual and industrial property rights over the original content produced for the project, including, but not limited to, the designs, animations, special effects, computer programs and their source codes used in the construction of the solution provided to the Customer, are owned by Medical Avatar or its designated partners or affiliates, allowing to Medical Avatar or its designated partners or affiliates the broadest rights allowed by law in the usage of the original content produced for the project, including (unless otherwise stated by a written agreement):
- the exclusive right to register in Medical Avatar’s name or the name of its designated partners or affiliates;
- the power to exercise all rights of an economic nature;
- the exclusive right to make, direct or outsource any translation, updating, adaptation or adjustment work or any other changes or modifications, including changes to the source code;
- the rights to reproduction, loading, displaying, running, transmission or storage;
- the exclusive right to conduct software decompilation.
The rights referred to above may be exercised in all media and formats, known or future, including the right to make modifications or changes that are technically necessary or convenient to exercise the rights in other media and formats.
Medical Avatar reserves the right to publish this solution as a commercial reference, unless otherwise specified by the Customer. This publication can be made through any medium, provided information expressly identified in writing by the Customer as confidential is not disclosed.
Acceptance Term and Validity of the Proposal
This proposal is valid for acceptance for a period of 30 days from the date of delivery, after which Medical Avatar may review the conditions included in it.
Medical Avatar or its partners or affiliates use, or may use, open-source or free software (FLOSS) as a source and working tool for the design of this solution and for the planning and implementation of projects covered by this contract; if this software is modified, adapted or redistributed by third parties, this provides no liability to Medical Avatar or its partners or affiliates. Medical Avatar is not responsible for any error, alteration or inaccuracy that may occur from the use of open-source programs.
Medical Avatar is not responsible for accessing or downloading information, software and / or documentation for purposes outside the scope of this contract.
Medical Avatar contents may contain links to external websites. Links are provided to facilitate the search for information by the user, so Medical Avatar is not responsible, either implicitly or explicitly, for the content
of such websites, or for the consequences arising out of the use of such information.
All protections under this agreement apply to Medical Avatar as well as its designated partners or affiliates.