1) Informational
These terms and condition apply to participation in the IHE-Europe mHealth Plugathon testing event to be held in Den Haag, The Netherlands on April 17-18, 2018.
2) Definitions
a) Participant means you
b) Party means either IHE Europe or you
c) Parties means collectively IHE Europe and you
d) Effective Date means the date the registration is completed
3) Terms of Participation
1. These Terms and Conditions shall take effect on the Effective Date and shall continue until the June 30, 2018. Any provision of these Terms and Conditions which imposes an obligation after termination or expiration shall survive the termination or expiration of these Terms and Conditions.
2. Under these Terms and Conditions, the Participant can terminate its participation on or before February 15, 2018 without incurring any penalties. In such an event the Participant is entitled to a full refund, in case that the Participant already paid the participation and registration fees. If the Participant between February 16 and March 15, 2018 with a penalty of 50% of the participation and registration fees. On or after March 16, 2018 or failing to show, will incur a penalty of 100% of the participation and registration fees.
3. Failing to abide to the Participant’s Responsibilities as set forth in Article 4 below resulting in denial of mHealth Plugathon participation, will incur a penalty of 100% of the participation and registration fees.
4. All prices (in Euros) are subject to VAT (21%) (VAT will be added to the invoice).
5. IHE-Europe reserves the right to apply discounts and/or increases the published fees at its sole discretion. Any discount or increase shall be communicated at least 7 days in advance of it being in effect.
6. The period of retraction ends on February 15, 2018. Participation fees, once invoiced, are due net within 15 days.
7. A Late Payment Fee of 12% will be charged when payment has not been received on the IHE-Europe Bank Account within fifteen days after the due date, as stated on the invoice.
8. IHE-Europe reserves the right to refuse participation in the IHE mHealth Plugathon, including deny access to Participant’s representative to the mHealth Plugathon floor, if payment of invoices and – if applicable – late payment fees have not been received on the IHE-Europe Bank Account before the actual start of the event.
4) Participant Responsibilities
1) Participant must send at least one qualified technical specialist to the mHealth Plugathon for each registered system to be tested. 2) The following additional requirements also apply:
a) The shipment of equipment to and from the mHealth Plugathon site is at Participant's expense and organisation.
b) IHE-Europe bears no responsibility for any damage to or theft of Participants' equipment incurred during the mHealth Plugathon or during shipping to and from the event, nor prior or after the mHealth Plugathon or shipping. It is advised that all systems shipping to and participating at the mHealth Plugathon event shall be insured against theft, damage and loss.
c) Participants hereby agree not to disclose information regarding other Participants' systems and test results as outlined in the Article 5 below.
d) IHE-Europe itself does not guarantee any result at the end of the testing event, concerning the interoperability or functionality, goal or mission to be achieved by the Participants, regarding the systems tested or to be tested during the mHealth Plugathon.
5) Nondisclosure Agreement
1) In order to encourage the exchange of information among Participants necessary to the testing process. it is important that both IHE-Europe and the Participant are protected against improper disclosure of technical or commercial information by any other Participant. Furthermore, the mHealth Plugathon process requires Participants to resolve as expediently as possible and in a spirit of cooperation any software bugs and interoperability issues that arise during the testing process. The Participant thus agrees to keep confidential and forbear from using for any commercial purposes any confidential information obtained from other Participants in the course of the testing process. The Participant further agrees to respect all other Participants and their systems and equipment. The undersigned Participant shall not be obligated to keep such confidential information secret and in confidence if it can show that such information:
a) appears in printed publications distributed by IHE-Europe in the public domain;
b) was public knowledge at the time of its receipt;
c) became public knowledge after its receipt without breach of These Terms and Conditions by the undersigned Participant;
d) was rightfully disclosed to the Participant by a third party without an obligation of confidentiality;
e) is provably independently developed by the undersigned Participant's personnel without access to the confidential information;
f) is required to be disclosed pursuant to a legal, judicial or administrative proceeding or by law; or g) is approved for release by the prior written authorisation of all other organisations in question.
2) Without bearing any liability, IHE-Europe agrees to take reasonable steps to provide a work atmosphere conducive to a successful testing process, including discouraging the improper disclosure and use of information by Participants. In consideration of being permitted by IHE-Europe to participate in the IHE testing process, the undersigned Participant agrees to hold IHE-Europe harmless from any judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees incurred by them in connection with the defense of any lawsuit or other claim which involves conduct of the undersigned Participant constituting a breach of the nondisclosure and nonuse obligations described in the preceding paragraphs.
3) For the purposes of sharing information with its members and the public and promoting the IHE event, IHE-Europe intends to acquire and reproduce representative images of systems being tested by Participants at the mHealth Plugathon. Any such images acquired may potentially be used in printed publications, web pages and multimedia presentations promoting the IHE initiative. Such images will not be used by IHE-Europe for any other purpose. Participant expressly agrees to the use of such images by IHE-Europe in connection with the aforementioned purposes.
4) The undersigned Participant, in consideration of being permitted by IHE-Europe to participate in the IHE event, hereby grants IHE-Europe the absolute and irrevocable right and unrestricted permission to use, re-use, display, distribute, transmit, publish, re-publish, copy, or otherwise exploit, either in whole or in part, either digitally, in print, or in any other medium now or hereafter known, photographs taken of its personnel and equipment, or in which its personnel and equipment may be included; to alter the same without restriction; and to copyright the same. The undersigned understands and agrees that IHE-Europe may or may not, as they choose, use the Participant's name in conjunction with the photographs taken.
5) The Participant also hereby releases and discharges IHE-Europe and their agents, representatives, and assignees from any and all claims and demands arising out of or in connection with the use of the photographs, including without limitation any and all claims for invasion of privacy, right of publicity, and improper disclosure of commercial information.
6) All obligations of the Parties mentioned in this article will expire after a period of five (5) years after these Terms and Conditions are coming into effect, and notwithstanding the termination or expiry of the other articles of these Terms and Conditions.
6) Liability
Except as expressly set forth in these Terms and Conditions, any statement, representation, condition, warranty or other term express or implied, statutory or otherwise, as to the quality, merchantability, suitability or fitness for any particular purpose of the systems (or parts thereof) is hereby excluded and neither Party shall be liable to the other or to any other persons or Participants by reason of any such excluded statement, representation, condition, warranty or term or any duty, statutory or otherwise with respect thereto, or for special, indirect, exemplary, consequential or punitive damages arising directly or indirectly in connection with the systems (or parts thereof)or any modification, variation or enhancement thereof, or any documentation, manual or training relating thereto. If any successful claim is made as a result of the substantial non-conformance of the systems (or parts thereof) to the specifications set by IHE Europe or otherwise, and on condition that IHE-Europe’s liability has been proven, IHE-Europe’s liability for damages shall be limited, in the aggregate, to Participant’s actual direct damages, and this shall not exceed the total amount of the registration fee.
7) Intellectual Property Indemnification
Participant shall indemnify, defend and hold harmless IHE-Europe and all other Participants, its affiliates, directors, officers, employees, agents, permitted assigns and end-users from all third-party claims for infringement, misappropriation or violation of copyrights, trademarks, trade secrets or other proprietary rights associated with any portion of the system, documentation, or any other material delivered under These Terms and Conditions by any Party or any other Participant. “Claim” shall mean all losses, liabilities, damages, claims, taxes, and all related costs and expenses, including, without limitation, reasonable attorneys’ fees and costs of investigation, litigation, settlement, judgement, interest and penalties. IHE-Europe shall have no liability respecting any claim of infringement or breach as aforesaid to the extent such claim is based upon the combination, operation or use of IHE-Europe software with other equipment, software, apparatus, devices or things (i) supplied by the other Participants, and/or (ii) not explicitly supplied by IHE- Europe or in a manner not substantially consistent with or supported by IHE-Europe’s specifications and instructions. This section states the entire liability of IHE-Europe for any type of infringement or breach whatsoever of intellectual property rights of third parties resulting from or relating to the manufacture, sale, operation or use of the systems, software or documentation.
8) Copyright, Trade Marks and Other Intellectual Property Rights
1) Participant agrees that any and all of the copyright, trademarks, trade secrets, and other proprietary rights subsisting in or used in connection with the IHE software, including all documentation and manuals relating thereto, are and shall remain the property of IHE-Europe.
2) Participant acknowledges that such copyright, trademarks and other rights belonging to IHE-Europe may only be used by Participant with the consent of IHE-Europe and during the term of these Terms and Conditions.
3) Participant agrees, at its own expense, to defend, indemnify and hold harmless IHE-Europe from and against any damages, cost, loss, liability, expenses or claims (including reasonable legal fees) arising out of (i) Participant’s unauthorised use of the IHE software or any part thereof or (ii) Participant’s non-performance under these Terms and Conditions.
4) Supporting information and documents developed by IHE for use within the IHE testing process, including but not limited to specifications, test data and marketing materials are the copyrighted property of IHE. In the spirit of collaboration and respecting copyright law, no Participant may lay claim to the information created for the IHE testing and demonstration process without written consent from IHE. After software, technical information or documentation is formally released into the public domain by IHE in order to further the purposes of the IHE initiative, the foregoing restrictions on disclosure or use will no longer apply to any software and/or technical information or documentation that is so released.
5) Participant acknowledges and agrees that certain software and related technical information and documentation which will eventually be released into the public domain by IHE in connection with the implementation of the IHE initiative (the "IHE Software") will be made available on an "as is" basis and that neither IHE-Europe nor any other Participant will make any warranty about the IHE Software, its performance, its merchantability or fitness for any particular use, its freedom from any computer diseases, or its conformity to any specification and that all risk as to the quality and performance of the IHE Software will be with the users of the IHE Software.
9) Force Majeure
The term “Force Majeure” shall be defined as an act of God; severe weather conditions; strikes; war or other violence; law or proclamation, demand or requirement of any governmental agency; or any other similar act or condition whatsoever beyond the reasonable control of the Parties hereto. If the performance of These Terms and Conditions by either Party or any obligation hereunder is prevented, restricted, or interfered with by reason of a Force Majeure event, the Party whose performance is so affected, upon giving prompt notice to the other Party, shall be excused from such performance to the extent of such Force Majeure event, provided however, that the Party so affected shall take all reasonable steps to avoid or remove such causes of nonperformance and shall continue performance hereunder with dispatch whenever such causes are removed. In case of Force Majeure regarding the obligations IHE-Europe, no amount of any kind whatsoever will be refunded by IHE-Europe (including but not limited to registration fees and/or participation fees).
10) Relationship of the Participant to IHE-Europe
It is agreed and understood that neither Party is an agent or representative of the other and has no authority or power to bind or contract in the name of or to create any liability against the other in any way or for any purpose.
11) Waiver
Failure or neglect by either Party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of either Party’s rights hereunder nor in any way affect the validity of the whole or any part of these Terms and Conditions nor prejudice either Party’s rights to take subsequent action.
12) Assignment
These Terms and Conditions shall not be assigned by Participant or IHE-Europe whether voluntarily or involuntarily or by operation of law, in whole or in part, to any Party without the prior written consent of the other Party. No such assignment howsoever occurring shall relieve either Party of their obligations hereunder.
13) Headings
The headings of the paragraphs of these Terms and Conditions are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of these Terms and Conditions.
14) Severability
In the event that any part of the terms, conditions or provisions contained in these Terms and Conditions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.
15) Law
These Terms and Conditions shall be governed by and construed and interpreted in accordance with the laws of the Kingdom of Belgium, Court District of Brussels.
16) Publicity
Any advertising, publicity, release or other disclosure of information concerning these Terms and Conditions is not permitted.
17) Authority
The Parties hereby represent that they have full power and authority to enter into and perform these Terms and Conditions and the Parties do not know of any contracts, agreements, promises or undertaking which would prevent the full execution and performances of these Terms and Conditions.
18) Compliance with Laws
Each Party will comply with Kingdom of Belgium laws, ordinances, and regulations properly applicable to these Terms and Conditions.
19) Signing Provisions
I hereby authorize IHE-Europe to issue an invoice for the total amount listed above. Payment is due NET 15. By clicking on the button “Register”, I agree to be bound to the following terms and conditions. Acceptance of this form is solely at discretion of IHE-Europe. If the request is accepted, I understand that the IHE Connectathon, IHE mHealth Plugathon and the area of the venue surrounding it are private and I’ll be allowed to move around only on specific areas, as indicated and/or instructed by IHE-Europe staff. IHE-Europe reserves the right to not admit any participant in case of non-payment.