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These General Terms and Conditions (the "Terms") form a binding agreement between you as a customer ("Customer") and Corsmed AB ("Corsmed") regarding access to and use of Corsmed's Services, as described below.
Each of Corsmed and the Customer may be referred to individually as a "Party" and jointly as the "Parties."
These Terms, together with the applicable Order Confirmation(s) and any other documents referenced herein, collectively constitute the "Agreement" between the Parties.
The Agreement sets out both the overall contractual duration (the "Agreement Term") and the specific period(s) during which the Customer and its Authorized Users may access and use the Services (each an "Access Period").
For the purposes of these Terms, an "Order Confirmation" means any written or electronic confirmation issued by Corsmed of an order, amendment, renewal, or other addition requested by the Customer.
This includes confirmations of orders placed through a signed order document (an "Order Form"), via the Corsmed website, by email, or through any online purchase or sign-up process.
Each Order Confirmation specifies the applicable Fees, scope, Access Period(s), billing frequency, and other commercial details for the confirmed order.
For the avoidance of doubt, all extensions and requests from the Customer must be approved by Corsmed to take effect.
Any subsequent Order Confirmation issued during the term of the Agreement shall form part of the same Agreement unless expressly stated otherwise.
The Agreement Term commences on the Start Date set out in the initial Order Confirmation or, where the Customer purchases or activates access through an online process, upon completion of such purchase or activation.
The applicable Access Period, scope of access, and Fees shall in each case be as specified in the relevant Order Confirmation.
Corsmed offers an educational MRI simulation software platform for the purpose of facilitating the education of current and future MRI personnel, such as students, radiographers, technologists, radiologists, engineers, researchers, and healthcare professionals (the "Services").
The Services are described in Corsmed's current service and product documentation, as available from time to time on Corsmed's website or otherwise communicated by Corsmed in writing.
The Customer can access the Services through Corsmed's web application and associated online interfaces made available by Corsmed from time to time.
The scope and features available under each user license may vary depending on the license type or user role, such as student, teacher, or administrator, as specified in the applicable Order Confirmation or service description.
Corsmed shall deliver the Services to the Customer in accordance with the applicable Order Confirmation and these Terms, using reasonable skill and care customary for similar services.
The Customer's subscription for the Services, including the number of licenses where applicable, applicable Fees, and the duration of the Agreement Term and relevant Access Period(s), shall be as specified in the applicable Order Confirmation.
For the avoidance of doubt, the initial Order Form or first Order Confirmation typically establishes the commercial and structural basis of this Agreement, while any subsequent Order Confirmations supplement it with additional or modified subscriptions.
The Customer may request adjustments to the number of active user licenses for upcoming Access Periods, in accordance with the notice and minimum-volume requirements stated in the applicable Order Confirmation.
Any downward adjustment is subject to the agreed minimum license volume, if any.
The Customer may also purchase additional user licenses or credits during an ongoing Access Period.
Such additions shall become binding upon Corsmed's Order Confirmation and shall form part of this Agreement, subject to these Terms and the commercial conditions specified in the respective Order Confirmation.
During the term of this Agreement, and subject to the Customer's compliance with these Terms, Corsmed grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services.
For the avoidance of doubt, the Customer may use the Services solely for the Permitted Use as described below, in accordance with this Agreement and any documentation provided by Corsmed from time to time.
To gain access to the Services, the Customer must designate an administrator for its Corsmed account.
Where the Customer is an organization, the administrator will have the ability to provide Corsmed with a list of employees, consultants, contractors, and/or students within the Customer's organization ("Authorized Users") for whom Corsmed will create individual accounts to use the Services within the Customer's workspace.
Where the Customer is an individual, the Customer will serve as the sole administrator and user of the account.
Each user license is personal and may not be shared, transferred, or used by more than one individual.
Account sharing or simultaneous use by multiple users under a single license constitutes a material breach of this Agreement.
Notwithstanding any other rights or obligations set out in this Agreement, the Services may only be used by the Customer and its Authorized Users for educational and training purposes (the "Permitted Use").
Any use of the Services outside the Permitted Use shall be deemed a material breach of this Agreement.
For the avoidance of doubt, the Customer and its Authorized Users are strictly prohibited from using the Services for:
The Customer agrees to:
a) Provide Corsmed with necessary cooperation in relation to this Agreement and all necessary information that Corsmed may require to provide the Services.
b) Ensure that only the Customer and its Authorized Users use the Services and that all Authorized Users comply with the Terms, applicable laws, and any instructions regarding use of the Services provided by Corsmed from time to time.
The Customer shall be liable for any breach of these Terms by its Authorized Users.
c) Maintain the security of account credentials and promptly report to Corsmed any suspected unauthorized access to or use of its accounts.
The Customer may not:
a) Access, use, or analyze any part of the Services for the purpose of developing, training, or providing any product, service, simulation, or educational content that competes directly or indirectly with Corsmed's offerings.
The Customer may not otherwise benchmark or replicate the functionality, features, or performance of the Services.
b) Unless otherwise agreed in writing between the Parties, license, sell, rent, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Services or parts of them available to any third party except Authorized Users.
c) Copy, modify, reverse engineer, decompile, create derivative works from, or otherwise attempt to identify, discover, or obtain any source code, underlying algorithms, or technical information relating to the Services, except to the extent expressly permitted by law.
d) Access, upload, store, or transmit any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate.
If the Customer or any Authorized User violates these Terms or uses the Services in a way that, in Corsmed's reasonable opinion, is harmful to Corsmed or any third party, Corsmed may restrict or block the Customer's access to the Services.
This right applies without prejudice to Corsmed's other rights and remedies under this Agreement or applicable law.
For the Services provided under this Agreement, the Customer shall pay the fees specified in the applicable Order Confirmation (the "Fees").
All Fees shall be paid in advance for the applicable Subscription Period or other agreed billing period, unless otherwise stated in the Order Confirmation.
All Fees are quoted exclusive of value-added tax (VAT) and other additional taxes and charges.
Access to the Services is conditional upon successful payment.
For credit-based subscriptions, the applicable Fees correspond to the number of purchased Credits specified in the applicable Order Confirmation.
Unused Credits expire at the end of the applicable Access Period unless otherwise agreed in writing.
For online purchases without an Order Form, the Fees, billing frequency, and applicable taxes are as displayed at the time of purchase.
The Customer may choose to pay the applicable Fees either by invoice or by credit card.
Invoice Payments
If the Customer chooses to pay by invoice, Corsmed shall issue the invoice in advance of the applicable Access Period or other agreed billing period.
All invoiced payments shall be made within 15 days from the invoice date.
Credit Card Payments
If the Customer chooses to pay by credit card, an additional processing fee of 3% will apply.
The Fees, including the processing fee, will be charged in advance at the beginning of each Access Period or other agreed billing period, as set out in the Order Confirmation.
For online purchases, payment shall be due immediately upon the purchase or activation of access to the Services.
By selecting credit card payment, the Customer expressly authorizes Corsmed to automatically charge the designated credit card in accordance with the chosen subscription plan.
If a credit card transaction is declined or reversed, the Customer remains liable for the full amount due and will be invoiced accordingly.
Any late payment shall accrue interest at a rate of eight percent (8%) per annum, together with applicable reminder fees and reasonable collection costs, until payment is made in full.
Corsmed may, at its discretion, suspend or limit the Customer's access to the Services in case of overdue payments.
This right applies without prejudice to any other rights or remedies available under this Agreement or applicable law.
Corsmed may adjust recurring subscription Fees as follows:
Ownership of all intellectual property rights related to the Services, the underlying software, technical platform, and any derivatives, enhancements, or improvements thereof, together referred to as "Corsmed IP," vests exclusively in Corsmed and, as applicable, its suppliers or licensors.
Nothing in the Agreement shall be construed as transferring or assigning any title or ownership of any Corsmed IP from Corsmed to the Customer.
The Services include educational and learning materials made available through the Services ("Educational Content").
All rights, title, and interest in and to the Educational Content are owned by Corsmed or, as applicable, by Corsmed's licensors or other third-party rights holders.
The Customer and its Authorized Users are granted a limited, non-exclusive, non-sublicensable, and non-transferable license to adapt and customize the Educational Content for their internal training and educational purposes within the scope of the Services.
Any modifications or adaptations of the Educational Content shall not affect underlying ownership.
All rights in such modified Educational Content shall vest in Corsmed or, as applicable, Corsmed's licensors or other third-party rights holders.
All know-how, analytics, usage data, and insights derived from the operation and use of the Services, including aggregated and anonymized data such as usage logs, performance metrics, and educational insights, shall be owned exclusively by Corsmed.
Corsmed may freely use such data for the purposes of operating, maintaining, developing, and improving the Services.
Corsmed shall not disclose any Customer Material, as defined below, or personal data in a non-anonymized form to any third party without the Customer's consent.
The Customer and its Authorized Users may from time to time provide Corsmed with suggestions, comments, ideas, or other feedback relating to the Services ("Feedback").
Corsmed shall be entitled to use such Feedback without restriction and without any obligation of compensation, attribution, or acknowledgement to the Customer.
During the term of this Agreement, Corsmed shall have the non-exclusive, non-transferable, and royalty-free right to use the Customer's name, trademarks, and logos for performing its obligations under this Agreement and for marketing purposes, including identifying the Customer as a user of the Services.
The Services include features through which the Customer and its Authorized Users can upload and/or create documents, files, images, and other similar material, as well as original and independently created Educational Content ("Customer Material").
The Customer retains all rights, title, and interest in and to the Customer Material.
For the avoidance of doubt, Customer Material shall not include any Corsmed Educational Content or any content that constitutes an adaptation, modification, or addition to Educational Content, even if such content is uploaded or otherwise incorporated into the Services by the Customer.
Any such adaptations, modifications, or additions shall form part of the Educational Content and remain the sole property of Corsmed or its licensors in accordance with Section 5.2.
The Customer grants Corsmed a worldwide, non-exclusive, royalty-free, irrevocable, and perpetual license to use, process, display, copy, store, analyze, and anonymize Customer Material as necessary to:
For the avoidance of doubt, this license includes the right for Corsmed to use anonymized and aggregated Customer Material to generate insights, improve the Services, and develop new features, including in ways that benefit Corsmed's other customers.
Any such use must comply with applicable data-protection laws and must not disclose Customer Material in an identifiable form.
By providing Corsmed with Customer Material, the Customer warrants that:
Corsmed assumes no responsibility for any Customer Material uploaded in violation of this provision.
Corsmed reserves the right to remove any Customer Material if it comes to Corsmed's attention, or if Corsmed reasonably believes, that the Customer Material:
Except for any explicit warranties provided herein, Corsmed disclaims all other warranties, express or implied.
This includes, but is not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement.
The Services are provided "as is."
Corsmed makes no representations or warranties regarding their accuracy, reliability, or completeness.
For the avoidance of doubt, the Services are educational and training tools only.
They are not designed, intended, or warranted for clinical or medical use, including but not limited to:
The Customer assumes full responsibility for its use of the Services, including any results and outcomes thereof.
Neither Party shall be liable for any indirect, special, incidental, or consequential damages, such as loss of profit or data, arising from the use or performance of the Services or any non-performance under this Agreement.
Each Party's liability for each year is capped at an amount equal to the total Fees paid or payable by the Customer to Corsmed under this Agreement during the preceding 12 months.
Despite the limitations set forth in this Section 7.2, neither Party shall be exempt from liability for:
The Customer's liability for the following shall not be subject to the limitation of liability set out in this Section:
a) Payment of Fees.
b) Infringement or misappropriation of Corsmed's intellectual property rights.
c) Breach of its confidentiality obligations.
For any access to the Services provided without monetary payment, including but not limited to free user accounts, trial access, marketing collaborations, or promotional licenses, Corsmed's obligations are limited to providing temporary access as described in a separate Order Confirmation.
Such access may be suspended or terminated by Corsmed at any time, without notice and without any liability toward the Customer or user.
Corsmed's liability for any free or promotional access shall be limited to cases of gross negligence or wilful misconduct.
No refund, service commitment, or compensation shall apply to such access.
In the course of providing the Services, Corsmed may process certain personal data on the Customer's behalf.
In such cases, the Customer acts as the data controller and Corsmed acts as the data processor within the meaning of the EU General Data Protection Regulation (GDPR).
The terms governing such processing are set out in Corsmed's data processing agreement ("DPA"), which is made available on Corsmed's website.
The DPA shall automatically form part of and be deemed incorporated into this Agreement.
In connection with providing, maintaining, and developing the Services, as well as managing the overall customer relationship, Corsmed also processes certain personal data as a data controller.
This includes personal data requested in the registration form, such as email address, password, and company billing information.
Such processing is carried out in accordance with Corsmed's privacy policy, as available on Corsmed's website from time to time.
Service Availability
Corsmed will use commercially reasonable efforts to make the Services available to the Customer 24 hours a day, seven days a week.
However, the Services are provided "as is," and Corsmed does not warrant that the Services will be uninterrupted or error-free.
Maintenance, Changes, and Updates
Corsmed continuously develops the Services and may perform maintenance, updates, and modifications to the Services from time to time.
Corsmed shall be entitled to update, amend, and modify the Services.
Notwithstanding the foregoing, Corsmed will try to provide reasonable notice to the Customer of any scheduled maintenance.
Interruptions Not Caused by Corsmed
Corsmed is not liable for the unavailability of the Services caused by the Customer's actions or use of the Services in conflict with the Agreement or Corsmed's instructions.
Corsmed is also not liable for late access to the Services caused by:
Corsmed provides support from Monday to Friday during business hours, CET 09:00–17:00, excluding public holidays in Sweden.
The Customer can reach support by email at support@corsmed.com or through chat within the Services.
This Agreement enters into force on the Start Date specified in the applicable Order Confirmation.
It shall remain in force for the duration of the Agreement Term, if any, or, for ongoing subscriptions without a fixed term, until terminated in accordance with this Section 10.
For Customers whose Agreement is governed by an Order Confirmation specifying a fixed Agreement Term, the Agreement shall remain binding and non-terminable for that fixed term unless terminated earlier in accordance with this Section 10.
Any notice of termination must be given in writing at least two months before the expiry of the then-current Agreement Term.
For Customers purchasing or activating the Services online without a fixed Agreement Term, typically individual users on a recurring billing plan, either Party may terminate the Agreement at any time.
Termination shall take effect at the end of the then-current billing period.
Termination notices may be submitted electronically through the account interface or by written notice.
Corsmed may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer:
Each subscription's Access Period shall be as set out in the applicable Order Confirmation.
At the end of each Access Period, the same number of active user licenses, or equivalent credit-access rights, as held during the most recent 12-month service term shall automatically renew for a corresponding Access Period, unless otherwise agreed in writing between the Parties.
For individual users on recurring billing plans, the selected license will continue until terminated in accordance with Section 10.2.
Any changes to license volume for the upcoming Access Period must be notified in writing no later than two months before the end of the current Access Period, unless otherwise agreed in writing between the Parties.
For cohort-based subscriptions, Access Periods may vary between cohorts and follow schedules separately agreed between the Parties in writing.
For credit-based subscriptions, credits are activated and consumed as set out in the Order Confirmation.
Automatic renewal does not apply to one-off credit purchases unless expressly stated in the Order Confirmation.
This Section 10.4 and the specific provisions in Section 10.5 below only apply to Customers established in the EU/EEA or otherwise subject to Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 (the "Data Act").
Notwithstanding what is otherwise stated above, and in accordance with the Data Act, the Customer shall have the right to request the transfer of its data to another provider or to have its data deleted at any time, subject to two months' written notice to Corsmed.
Corsmed shall provide reasonable assistance to support the data-transfer or deletion process.
Corsmed may charge the Customer fees for the transfer and/or deletion of the data only to the extent permitted under the Data Act.
This may include reasonable direct costs incurred by Corsmed because of the transfer and/or deletion.
If the Agreement is terminated early because the Customer exercises its rights under the Data Act, the Customer shall compensate Corsmed for:
Corsmed shall provide an itemized invoice within 14 days of receiving the termination notice.
The Customer shall pay the invoiced amount within 15 days of the invoice date.
Upon termination of this Agreement:
a) All then-active subscriptions shall remain in effect until the end of their respective current terms, unless terminated earlier in accordance with this Agreement.
This Agreement shall continue to apply to such subscriptions for the duration of their remaining term.
If the Agreement has been terminated with immediate effect pursuant to Section 10.2, all subscriptions and access rights shall cease immediately.
b) Access to the Services shall cease upon the effective termination date applicable to each subscription or credit-based usage period.
c) Fees already paid are non-refundable unless expressly stated otherwise.
d) Sections intended by their nature to survive shall survive termination.
These include, without limitation:
In case of Corsmed's termination for cause, no refund of any Fees shall be made.
The Customer shall remain liable to pay all Fees payable for the remainder of the Agreement Term, if any.
The foregoing is without prejudice to Corsmed's other rights and remedies under this Agreement or applicable law.
If requested by the Customer within two months from the last effective day of the Agreement, Corsmed will return to the Customer, or otherwise make available functionality for the Customer to download, a copy of the Customer's data in a commonly used, machine-readable format.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements between the Parties relating to the matters dealt with herein.
In the event of any inconsistency between these Terms and an applicable Order Confirmation, the terms of the Order Confirmation shall prevail.
The Parties agree to treat all non-public information of the other Party, including non-public information made available on or through the Services, as confidential.
Neither Party may use such confidential information for any purpose other than use of the Services and performance of its obligations under these Terms.
Neither Party may disclose confidential information of the other Party to any third party without the prior consent of the providing Party.
Disclosure may occur where reasonably required to fulfil these Terms, provided that the third party is bound by confidentiality obligations.
The confidentiality undertaking in this Section 11.2 shall remain in force for two years after termination of the Services.
Trade secrets shall remain protected without limitation in time.
Corsmed shall not be liable for failure or delay in providing the Services or performing any other obligations under these Terms if such failure or delay is due to circumstances beyond Corsmed's reasonable control.
This Agreement shall be governed by the substantive law of Sweden, excluding any conflict-of-laws principles.
Any dispute, controversy, or claim arising out of or in connection with this Agreement, or its breach, termination, or invalidity, shall be finally settled by arbitration administered by the Stockholm Chamber of Commerce Arbitration Institute (the "SCC").
The Rules for Expedited Arbitrations shall apply unless the SCC, in its discretion, determines that the Arbitration Rules shall apply.
In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
The seat of arbitration shall be Stockholm.
The language used in the arbitration proceedings shall be English.
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
Neither Party may assign this Agreement to a third party without the other Party's written consent.
Corsmed may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
For the avoidance of doubt, this Section 11.6 does not restrict Corsmed's right to assign its right to payment under this Agreement to a third party.
In the event of a change of control of Corsmed, including but not limited to a merger, acquisition, sale of substantially all assets, or change in ownership of more than 50% of Corsmed's voting securities, Corsmed may, at its sole discretion:
If Corsmed elects to terminate the Agreement pursuant to this provision, the Customer shall be entitled to a pro-rated refund of any prepaid Fees for the unused portion of the then-current Access Period.
Such termination shall not constitute a breach of this Agreement by either Party.
Corsmed may update these Terms from time to time by posting an updated version on the website, whereupon such changes will become effective.
The Customer is responsible for reviewing the changes and understanding their implications.