THIS REGISTRATION TERMS OF USE (“Agreement”) IS AN AGREEMENT BETWEEN YOU (“Registered User”, “You”) AND IMAGO CARE LTD (“Imago Care”, “Us”, ”We”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY ACCESS “ELIXR™”. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING ELIXR™. BY LOGGING INTO ELIXR™ YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO THE PROCESSING OF YOUR PERSONAL DATA IN ELIXR™. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS ELIXR™.

elixr™ is a patient and wound management application proviing a platform to communicate clinical excellence. You have been registered to use elixr™ as a result of a customer of Imago Care Ltd (“Customer”) licensing the service from us on Your behalf or being provided access by Imago Care Ltd to evaluate the solution for your benefit.

We may make changes to the terms of this Agreement at any time. We will let You know what these changes are by posting them to the Terms link in elixr™, but it is Your responsibility as a Registered User to make sure that You are aware of them by checking for any changes on a regular basis. Changes will become effective as soon as they are posted. If You continue to use our service after the posting of changes to this Agreement, it means that You accept any such changes.

elixr™ has discreet and confidential Customer data with a scope set by the Customer (“Customer Area”).

You will be an Internal User (an employee of the Customer or one of its representatives operating on its behalf) to achieve some agreed business purpose as defined by the Customer (“the Purpose”)).

You will have access to a Customer Area which offers the opportunity to share and exchange information and ideas with other elixr™ users, and from time to time other special guests invited by Imago Care Ltd.

Regardless of which user category You fall into You agree the following:

elixr™ content

All of the content in elixr™ not contributed by You is owned by Imago Care, Imago Care’s Customers or other licensors and is protected by the laws of England & Wales and international copyright laws, and in the event of any conflict between different laws, the laws of England & Wales shall prevail.

The content includes any information or other material, including but not limited to wound analysis, assessments and management, articles, databases, graphics, software and all other features of elixr™. You are allowed to use the content only for the Purpose.

Please read the explanations of the different levels of access, preferences and visibility on elixr™

None of the content may be republished, posted, transmitted, stored, sold, distributed or modified without Imago Care’s or the original copyright holder’s prior written consent nor can it be used for any other business purpose other than the Purpose.

The registered trade marks; elixr ®, and Imago Care® are owned by Imago Care Ltd. All other brand names and trade marks that appear on elixr™ are trademarks or trade names of their respective holders. No permission is given in respect of the use of any of these brands or marks and any such use may constitute an infringement of the holder's rights.

Your content

You (and where appropriate subject to the terms of Your employment contract) own any copyright in the text, articles, information or tools that You post to elixr™. Unless otherwise agreed in writing with Imago Care Ltd, by posting wound analysis, assessments, text, articles or information to elixr™, You expressly grant Imago Care a perpetual, irrevocable, unlimited, royalty free license to republish, distribute, license and sublicense that text and/or tools in elixr™, excluding any patient personal data and to redistribute/make available and/or sell your content in print or electronic form anywhere in the world as part of an edited compilation or otherwise as part of elixr™, excluding any patient personal data.

Before You contribute to elixr™ please make sure that You are doing so within the context of any policies or other conditions You may be bound by as part of Your employment. Imago Care does not pre-screen the content in elixr™.

Disclaimer of warranties and liability

elixr™ is provided in good faith but Imago Care does not warrant the completeness, truth or accuracy of the information or other content or postings found on elixr™, or their usefulness for any particular purpose. You acknowledge and agree that You bear full responsibility for Your own research and decisions and that Imago Care shall not be liable for any action that You or others take or do not take based on Your use of or reliance on information provided by Imago Care or other Registered Users of elixr™.

Imago Care does not warrant that Your access to elixr™, or its content will be delivered uninterrupted, timely or error-free, or that the content of elixr™ will be free from viruses or other harmful properties. It is Your responsibility to implement satisfactory safeguards and procedures to make sure any files or other content You obtain through elixr™ are free from such contaminations or other harmful properties.

THE EFFECT OF WHAT IS SET OUT HERE IS THAT YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL IMAGO CARE BE HELD LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR OTHER TYPE OF LOSS RESULTING FROM YOUR USE, SUBMISSION OR DOWNLOADING OF ANY CONTENT ON WITA.
 
Indemnity

You agree to indemnify, defend and hold harmless Imago Care, its directors, officers, employees, licensors and other elixr™ licensees from and against any claim, liability, cost, damage or loss any of us may incur (including reasonable legal fees) as a result of any content that You post or transmit to elixr™, any actions You take which disrupt access to and/or the functioning of elixr™ or any breach by You of Your obligations under this Agreement.

Data Protection

As a Registered User of elixr™, You warrant that, in respect of any Personal Data (as defined in the Data Protection Act 1998) provided or disclosed or received or recorded by You on elixr™, that You will only process personal data which You are authorised to do in accordance with Your terms of employment with Your employer and any IT Systems Policy, or similar, and that as a Registered User of elixr™ You (a) will only process that personal data in accordance with the Documentation provided, and the instructions of the Partner organisation, and/or the Customer organisation, and (b) will not do anything with any of the Personal Data (including processing it) other than in accordance with the Community Guidelines in this Agreement.

Your Privacy

Your privacy is important to Us. We only mandate that You have to share an email address to use elixr™. We only use this address to send You Your password to enable You to log into elixr™ or to send You relevant e-mail notifications.

However, elixr™ does facilitate collaboration between Users and their organisations, therefore numerous features exist to allow greater sharing. It is up to You (and if applicable Your organisation’s internal policy) on how much You decide to contribute and share. If You complete Your profile facility, it will be viewable by other Registered Users You choose to share it with, but otherwise, Imago Care makes no use of it.

We use reasonable precautions to keep the information disclosed to us secure. However, we cannot guarantee the security of the information that You disclose to us. You accept the inherent risks of providing information on-line and will not hold us responsible for any breach of security unless this is due to Antonic d.o.o negligence or willful default.

Please note that all information uploaded to elixr™, including the information in the Community Area of elixr™, will be stored by your organization and be protected & controlled by their internal policies.

Imago Care's privacy policy regarding elixr™ is available from http://www.woundassessment.co.uk and is subject only to Imago Care's obligation to comply with applicable laws and lawful government requests, to operate its business properly, and to protect its users or itself.

Confidentiality

As a Registered User, You have access to the Customer Area and You agree to comply with the standards of confidentiality set by the Customer organisation.
Termination or Suspension
Should You fail to comply with the Terms of this Agreement, Imago Care has the right, without notice, to either suspend or terminate Your access to elixr™, and such suspension or termination shall be without prejudice to any legal remedies available to Imago Care.

General

During the period of 3 years from the date this agreement comes into force the Recipients and its members will not directly or indirectly

1 solicit or endeavour to entice away employees or associates of the Discloser who at the date of this agreement has access to the Confidential Information.

2 canvas or solicit the custom or business from any individual or company who has within two years prior to the date of this agreement been a customer or business contact of the Discloser.

3 Designs, creates or develops a software electronic medical record/ patient medical record application solely or with another company that specifically to measures, documents and manages acute and chronic wounds.

The Recipients agrees that the restrictions imposed in sub Clause 1, 2 & 3 are no more than that which is necessary to protect the Disclosers interests.

If any of these provisions is deemed invalid, void or unenforceable that provision will be deemed severable from the rest and will not affect the validity and enforceability of any remaining provisions.

This Agreement shall be governed by the laws of England and Wales and any dispute will be resolved exclusively in the Courts of England PROVIDED THAT each Party shall have the right to enforce a judgment of the English Courts in a jurisdiction in which the other Party is incorporated or in which any assets of the other Party may be situated.

If You have any queries about this agreement or Your access to elixr™ or the processing of Your Personal Data please contact Your organisation’s elixr™ administrator.