Last updated: November 2022
This end-user licence agreement ("EULA") is entered into between you ("you") and ExR Solutions Limited (registered office at 1 Pickle Mews, London SW9 0FJ and company number 12653591) ("us" or "we"). It governs your use of ExR's web and headset application software and all content and data supplied with the software (the "Services"). The content made available to you as part of the Services includes surgical and medical videos, simulations, tools, data, trade marks, graphics, photographs and images, any other content accessed via the Services (the "Content").
We license use of the Services to you free of charge, on the basis of this EULA and subject to any rules or policies applied by any app store provider or operator (“App Store") from whose site or platform you download the appropriate headset app ("App Store Rules"). Open-source software is included in the provision of the Services. The terms of an open-source licence may override some of the terms of this EULA.
By setting up an account with us and using our Services, you are expressly indicating your acceptance of the terms of this EULA, and you agree to be bound by and comply with the terms set out below, together with the terms and conditions governing the use of our website (which may be found here). In the case of conflict between this EULA and any website terms, the terms of this EULA shall prevail. Our privacy policy and cookie policy provide information on the way in which we process personal information and use cookies. Please ensure you have familiarised yourself with these policies.
We may update the terms of this EULA at any time for any reason. Where possible, we will give you notice of any changes via a pop-up on the web app homepage. By continuing to use the Services, you agree to the updated terms. If you don't agree to the updated Terms, you should stop using the Services immediately.
1.1 To use our Services, you must set up an account and create a password. To do this, you must:
1.1.1 be authorised to create an account and use the Services (whether acting for yourself or on behalf of an organisation or other entity);
1.1.2 provide us with your first name, last name and valid email address via the email we sent to your enabled domain address;
1.1.3 confirm the name of your primary NHS trust or education institution;
1.1.4 create a secure password, keep it confidential and avoid its misuse;
1.1.5 be over 18 years old; and
1.1.6 notify us immediately if you believe there has been any unauthorised access of your account.
2.1 You must only use our Services for personal, non-commercial, lawful use, and for the purposes of accessing and viewing the Content. You agree that you will only use the Services in a manner consistent with these terms of use.
2.2 You must not:
2.2.1 view, download, rip, copy, repurpose, store, save or otherwise transfer the Content (whether in the form provided by us or any other form) to a device in a manner contrary to the terms of this EULA;
2.2.2 upload or incorporate any content or data (including but not limited to personal data or any patient-related data) in any form into the Content and/or the Services;
2.2.3 copy, rent, lease, sub-license, adapt, vary or modify the Services or the Content, or permit the Services or any part of them to be combined with, or become incorporated in, any other programs;
2.2.4 disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or the Content;
2.2.5 misuse the Services by knowingly introducing viruses, trojans, worms or other material that is malicious or technologically harmful;
2.2.6 use the Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
2.2.7 attempt to gain unauthorised access to the Services (or parts thereof), the server on which the Services are run from or any server, computer or database connected to the Services, including the personal data, information or booking data of other users;
2.2.8 use any automated software or system, whether operated by a third party or otherwise, to extract data from the Services for any commercial purpose (otherwise known as "screen scraping"); or
2.2.9 use the Services or the Content in a way that causes or may cause an infringement of the rights of any other party, including intellectual property rights, or which breaches any standards, regulations or codes published by any relevant authority.
2.3 You are responsible for obtaining permission from the owners of the devices that are controlled, but not owned, by you to download the Services and/or Content onto these devices. You accept responsibility in accordance with the terms of this EULA for the use of the Services and/or Content on or in relation to any device.
2.4 From time to time, we may:
2.4.1 make changes to the Services to reflect any relevant laws and regulatory requirements;
2.4.2 update the Services and/or Content to make technical adjustments and improvements; and/or
2.4.3 require you to install updates in respect of the Services, for example to improve protection against security threats,
however in each case, we will try to ensure that the nature and quality of the Services are not materially impacted by these changes.
3.1 THE CONTENT IS PROVIDED FOR EDUCATIONAL, TRAINING, RESEARCH, DEVELOPMENT AND REFERENCE PURPOSES ONLY. IT HAS NOT BEEN ENDORSED OR APPROVED BY ANY MEDICAL, SURGICAL OR GOVERNMENTAL BODY. IT IS NOT INTENDED TO REPLACE OR SUBSTITUTE REAL-LIFE MEDICAL OR SURGICAL TRAINING, OPERATIVE PRACTISE OR EXPERIENCE. THE CONTENT DOES NOT CONSTITUTE A MEDICAL OR SURGICAL TRAINING PROGRAMME AND DOES NOT AMOUNT TO TRAINING FROM A QUALIFIED HEALTH CARE PROFESSIONAL.
3.2 NONE OF OUR CONTENT IS ADVICE ON WHICH YOU SHOULD RELY. THE MEDICAL AND SURGICAL PROCEDURES DEPICTED IN THE CONTENT MUST NOT BE PERFORMED BY ANY PERSON WHO IS NOT MEDICALLY QUALIFIED, REGISTERED AND REGULATED BY THE RELEVANT AUTHORITIES IN THEIR TERRITORY OF PRACTICE TO PERFORM MEDICINE OR SURGERY.
3.3 By using the Services and accessing the Content, you acknowledge that you have carefully read the terms of this Section 3 and shall not in any way utilise the Content contrary to these terms.
4.1 In consideration of you agreeing to abide by the terms of this EULA, we grant you a limited, worldwide, royalty free, revocable, non-transferable, non-exclusive licence to use the Services, including downloading and using the Content solely in accordance with this EULA.
4.2 You acknowledge that all intellectual property rights in the Content and the Services are the property of ExR, our third party licensors or any App Store provider. You will not acquire any rights in or to any Content and/or the Services, save for use in accordance with this EULA.
The Services may contain include content that is proprietary to third parties and/or links to other independent third-party websites that are not under our control. Please note that we do not accept any liability in respect of your use of any third party content which can be accessed via the Services. We encourage you to read the terms of use and privacy policies of any linked sites because they will differ from ours. You acknowledge that the use of such websites will be at your own risk.
6.1 We provide our Services on an "as is" and "as available" basis. We make no representations, warranties or guarantees (express or implied) about the accuracy or completeness of the Content or the Services.
6.2 We do not guarantee that the Services, or any Content, will always be available or be uninterrupted, or free from errors, omissions, viruses or anything else which may have a harmful effect on any technology. We may suspend or withdraw or restrict the availability of all or any part of the Services or Content at any time for business and operational reasons.
6.3 We do our best to prevent unauthorised access. However, subject to applicable law, we are not responsible or liable for any harm relating to the theft or disclosure of your login details or any other information you provide to us.
7.1 Subject to Section 7.3 and 7.4, to the extent permitted by applicable law, we expressly exclude all liability (whether arising in contract, tort or otherwise (including, but not limited to, negligence)) arising directly or indirectly from: (i) the use of the Services and/or the Content and (ii) anything done or omitted to be done wholly or partly in reliance upon the whole or any part of the Content or the Services.
7.2 In particular, Content may include content that is proprietary to third parties, such as medical device manufacturers. Neither we, nor any such third party, will have any liability to you (whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise) based on any claim that the Services or Content or the surgical techniques depicted in them are inaccurate, incomplete or incorrect.
7.3 None of the disclaimers and exclusions of liability shall apply to any liability arising from death or personal injury caused by the negligence of us or our fraud.
7.4 If, as a result of our lack of reasonable care and skill, defective Services or Content that we have supplied damages a device or digital content belonging to you, then (at our discretion) we will either repair the damage to the device or cover the reasonable costs of its repair or replacement. However, we will not be liable for damage that:
7.4.1 you could have avoided by (i) following our advice to use the Services in a particular manner or (ii) applying an update offered to you free of charge;
7.4.2 was caused by you using a headset contrary to the headset manufacturer's instructions, or in a reckless or dangerous manner; or
7.4.3 was caused by failing to have in place the minimum system requirements advised by us and/or any headset manufacturer.
8.1 You may cancel your account at any time by following the appropriate cancellation procedure on the web app.
8.2 We may terminate or suspend your account (including any future access to the Services) at any time and for any reason without notice.
8.3 On termination:
8.3.1 all rights granted to you under this EULA shall cease;
8.3.2 you must immediately cease all activities authorised by this EULA, including your use of any Services; and
8.3.3 you must immediately delete or remove the Services and/or Content from any and all devices owned by you and immediately destroy all copies then in your possession, custody or control.
9.1 We and you both acknowledge and agree that:
9.1.1 this EULA is concluded between you and EXR only, and not with any App Store provider;
9.1.2 we, and not any App Store provider, are responsible for your use of the Services and the Content, and (subject to the limitations of liability set out in Section 7) liable for loss or damage you suffer as a result of using the Services and/or Content; and
9.1.3 we, and not the App Store provider, are responsible for addressing any claims made by you or any third party relating to the Services and/or Content or your possession and/or use of the Services and/or the Content, including, but not limited to: (i) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (ii) claims arising under consumer protection or similar legislation.
9.2 If you are accessing the Services or Content via the Meta Quest store, you agree to comply with the Code of Conduct for Virtual Experiences in respect of your use of the Services, available here.
10.1 If you wish to contact us, please do so by emailing support@exr.education.
10.2 If we need to contact you, we will do so by email to the email address you provide to us when signing up to the Services.
11.1 We shall not be liable for failure or delay in the fulfilment of any of our obligations hereunder if and to the extent that such failure or delay is caused by any event or circumstance beyond our reasonable control (including acts of God, failure of third parties to supply goods or services for any reason, failures or shortage of power supply, utilities and/or communications networks).
11.2 You are not permitted to assign this EULA or any rights herein without our prior written consent. We are entitled to transfer our rights and obligations under this EULA.
11.3 We are entitled to subcontract all or part of the Services to third party service providers.
11.4 If we delay in requiring you to comply with any of the terms of this EULA or if we do not enforce our rights against you or delay in doing so, this will not operate as a waiver of the same. No waiver shall have effect unless given in writing by us. No waiver of any particular breach of this EULA shall operate as a waiver of any repetition of such breach.
11.5 Save as otherwise expressly stated, no provisions of this EULA which confer rights upon any third party shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any such third party.
11.6 Nothing in these Terms creates any relationship of agency, partnership, or employment between you and us. Neither you nor we are authorised to enter into any commitment on behalf of the other, except as expressly set out in these Terms.
11.7 These terms of use are governed by English law and the courts of England and Wales have exclusive jurisdiction over any dispute or matter arising out of these terms of use (unless you live in Scotland or Northern Ireland, in which case you can bring proceedings in your local court under Scottish or Northern Irish law, as applicable).