Terms of Service

These Terms of Service ("Terms") govern your use of the Software provided by Avrio MedTech during the free trial period (as defined below). By accessing or using the Software, you agree to be bound by the terms and conditions of this Agreement.

The user in this case is referred to as ‘the Beneficiary’ for the purposes of this Agreement, as they are receiving access to the Software for research or evaluation purposes.

Avrio MedTech is specialized in the quantitative analysis of intracranial electroencephalograms, performed as part of pre-surgical evaluations for the management of patients with drug-resistant epilepsy. It has developed the Halyzia® software (hereinafter referred to as the "Software"), designed to detect and quantify biomarkers of epilepsy, such as high-frequency oscillations and epileptic spikes. The Software is currently available for research purposes only and is intended to be used on human data.

The Beneficiary is interested in using a software to assist in analyzing its signals. To this end, the Beneficiary wishes to have a temporary license for the Software to test its usability, ergonomics, and relevance in real conditions, as part of an observational study, excluding any use in a clinical setting.

In this context, the Parties have come together to determine the terms and conditions for granting the temporary license in this agreement (hereinafter referred to as the "Agreement").

IT HAS BEEN AGREED AS FOLLOWS:

ARTICLE 1.            PURPOSE

This Agreement aims to define the terms and conditions under which Avrio MedTech grants a temporary license for the use of the Software to the Beneficiary.
It is reminded that the Software is provided for evaluation purposes only, excluding any use in a clinical setting.                                                                                                                                                                           

ARTICLE 2.            LICENSE

Avrio MedTech is the exclusive holder of the exploitation rights of the Software and grants the Beneficiary a non-exclusive, non-transferable, and non-assignable license to use the Software until the defined period indicated in the download page. 

The Software includes:

  • The Halyzia® Viewer

  • The HFO (High Frequency Oscillations) module

  • The epileptic spikes module

  • The micro-channels module

This license is granted free of charge and is valid on a computer provided by the Beneficiary meeting the prerequisites provided in the user manual.

Upon expiration of the License, the Software will automatically stop functioning. The Beneficiary will have the opportunity to acquire one or more licenses before the expiration of the trial license.

The Beneficiary agrees not to distribute, modify, or reproduce the Software.

ARTICLE 3.            USER TRAINING AND SUPPORT

Avrio MedTech can provide remote training to the Beneficiary to ensure proper use via screen sharing.

User support is available by email and video conference during business days from 9 a.m. to 5 p.m, European Standard Time. The Beneficiary may contact support via the following email address: support@avriomedtech.com for any assistance related to the use of the Software. Avrio MedTech will make best efforts to respond to the Beneficiary’s request as quickly as possible.

The Parties agree to communicate regularly during this trial phase and will make every effort to ensure that the Software meets the Beneficiary's needs.

ARTICLE 4.            INTELLECTUAL PROPERTY

The Beneficiary acknowledges and agrees that all rights, titles, and interests related to the Software, including associated intellectual property rights (notably copyrights, database rights, trademark, software, patents, and know-how), are and remain the exclusive property of Avrio MedTech. Under no circumstances may this Agreement be construed as granting the Beneficiary any right, title, or interest in the Software, except for the usage rights granted herein.

The Beneficiary also agrees, and ensures its personnel who have access to the Software, not to:

  • Perform any reverse engineering, decompilation, recompilation, disassembly, or reassembly of the Software, in whole or in part, or attempt in any other way to obtain the source code of the Software,

  • Remove or modify the trademarks, logos, or legal notices attached to the Software,

  • Allow, permit, or induce a third party to do any of the above.

ARTICLE 5.            CONFIDENTIALITY

The Parties agree to protect the confidentiality of information exchanged as part of their collaboration. This clause applies to all confidential information exchanged between the Parties, whether oral, written, or in any other form.

In particular, the Beneficiary agrees to protect and treat in the strictest confidentiality all confidential information, including all information, data, technical documents, commercial, financial, and other data, including the existence and characteristics of the Software, transmitted by Avrio MedTech or made known to it in writing, orally, or by any other means (hereinafter referred to as the "Confidential Information").

The Beneficiary agrees that the Confidential Information:

  • Shall be used solely for the purpose of performing the Agreement,

  • Shall not be copied, reproduced, or duplicated, in whole or in part, for any purpose other than the performance of the Agreement,

  • Shall be treated with the same level of protection that the Beneficiary applies to its own Confidential Information,

  • Shall only be disclosed to its personnel who need to know it for the purpose of performing the Agreement, with the Beneficiary taking all necessary measures to prevent such personnel from disclosing all or part of the Confidential Information to third parties,

  • Shall not be disclosed to any third party without the prior explicit consent of the Party who disclosed it.

The Beneficiary is bound by this confidentiality obligation for the duration of the Agreement and as long as the Confidential Information has not become public, unless expressly agreed otherwise in writing by Avrio MedTech.

The Beneficiary agrees to return or destroy, according to Avrio MedTech's instructions, any documents or their copies containing Confidential Information, immediately upon request of Avrio MedTech, and no later than the termination or expiration of the Agreement, for whatever reason. All Confidential Information remains the exclusive property of Avrio MedTech. No provision of the Agreement shall be construed as granting the Beneficiary, either explicitly or implicitly, any rights, including intellectual property rights, or interests in the Confidential Information, or the right to file a patent or any other industrial property right relating to or arising from the use of all or part of the Confidential Information.

Avrio MedTech agrees to respect the confidentiality of any data it may access as part of its support duties. This includes, but is not limited to, patient data. Avrio MedTech agrees not to disclose, use, or exploit such data for any purpose other than strictly necessary to provide the required support.

ARTICLE 6.            WARRANTIES – LIABILITY – INSURANCE

Each Party represents and warrants that it has all the necessary rights, powers, authorizations, and licenses to enter into the Agreement and perform its obligations under the Agreement, and that any information provided to the other Party under the Agreement is accurate, complete, and current.

The Beneficiary acknowledges and agrees that the Software is provided "as is", without any warranty of any kind. It is also reminded that the Software is provided for evaluation purposes only, excluding any use in a clinical setting. Avrio MedTech disclaims all warranties, express, statutory, or implied, including, without limitation, any implied warranty of merchantability and fitness for a particular purpose. In this regard, Avrio MedTech’s liability shall not be engaged, particularly in the event the Software is unsuitable for the intended use, for whatever reason.

The Beneficiary is responsible for any personal, material, or immaterial damages resulting directly from the use, testing, or handling of the Software by any person, and Avrio MedTech's liability shall not be engaged in this respect, for whatever reason and within the limits permitted by law.

Each Party shall subscribe to and maintain in force the necessary insurance policies to cover any damage to property or persons that may arise in the performance of the Agreement.

ARTICLE 7.            PERSONAL DATA

As long as personal data is processed, including for the performance of the Agreement, the Parties agree to comply with all applicable data protection regulations, particularly Regulation (EU) No. 2016/679 of the European Parliament and Council of April 27, 2016, known as the "GDPR", and French law No. 78-17 of January 6, 1978 as amended, known as the "Data Protection Act" (together referred to as the "Applicable Data Protection Legislation").

In particular, the Parties agree to implement and maintain appropriate security and confidentiality measures to ensure an adequate level of protection of personal data processed, tailored to the risks arising from their processing with respect to the rights and freedoms of the data subjects. These measures aim to (i) protect personal data from destruction, loss, alteration, or disclosure to unauthorized third parties, and (ii) ensure the recovery of the availability of personal data and access to it in a timely manner in the event of a physical or technical incident.

For more information the Beneficiary is invited to read legal mention.

ARTICLE 8.            FORCE MAJEURE

The Parties shall not be held responsible for any non-performance or delay in the performance of their obligations under this Agreement if such non-performance or delay is due to an event of force majeure, as defined by law and jurisprudence of French courts, including, but not limited to, natural disasters, fire, flood, war, pandemic, strike, and other social conflicts. During its duration, the event of force majeure suspends the performance of the affected Party’s obligations. In any case, the affected Party must do everything in its power to avoid, eliminate, or reduce the causes of the delay and resume the performance of its obligations as soon as the event ceases. However, if the force majeure event persists for more than one (1) month, it shall entitle either Party to terminate the Agreement.

ARTICLE 9.        MISCELLANEOUS PROVISIONS

Assignment. This Agreement may not be assigned by any Party, and no Party may delegate its obligations hereunder without the prior written consent of the other Party, which consent may be granted or denied at the sole discretion of the non-assigning Party.

Entirety. This Agreement expresses the entire agreement of the Parties regarding the subject matter hereof and supersedes and replaces any prior oral or written agreement regarding the subject matter hereof.

Severability of Clauses. If any provision of this Agreement is deemed invalid or declared so by a law, regulation, or decision of a competent court, the other provisions of the Agreement shall remain valid and enforceable. The Parties agree to negotiate in good faith the modification or replacement of the invalid provision. To this end, the Parties shall work together to substitute the invalid provision with a new clause that reflects the intent of the original provision and the Agreement.

Intuitu personae. This Agreement is entered into intuitu personae. The rights and obligations arising hereunder may not be assigned by either Party, in any manner, without the prior written consent of the other Party.

Consent – Amendments. This Agreement may only be amended or terminated, in whole or in part, in writing and signed by both Parties.

Independence. Each Party is a legally and financially independent entity, operating in its own name and under its own responsibility. This Agreement does not create a partnership, joint venture, or employment contract, nor does it constitute an agency agreement between the Parties.

ARTICLE 10.        GOVERNING LAW – DISPUTE RESOLUTION

This Agreement is governed by French law.

The Parties express their intention to seek an amicable solution to any difficulty that may arise regarding the validity, interpretation, or performance of this Agreement. In case of persistent disagreement, the dispute will be submitted to the competent courts within the jurisdiction of the Paris Court of Appeal.