Terms of Service

XPS Health ehf, org. no. 441121-1560 (“XPS Health”) provides digital services in the form of software applications for registering and keeping track of injuries and illnesses of athletes for use by physiotherapists, doctors or other medical personnel (the “Services”) working for sports clubs or other organizations (the “Customer”).

These Terms of Service contain the terms and conditions that govern the use of the XPS Health Software (as defined below). In these Terms of Service we refer to XPS Health as “us” and the Customer as “you”, as applicable.

The XPS Health Software is offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at https://xpshealth.com/privacypolicy), and any future modifications thereof, and procedures that may be published from time to time on the website https://xpshealth.com/termsofservice or made available to you on or through the XPS Health Software (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and Supplier (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE XPS HEALTH SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE XPS HEALTH SOFTWARE.

XPS Health may, in its sole discretion, elect to suspend or terminate access to, or use of the XPS Health Software to anyone who violates these Terms.

The original language of these Terms is English. XPS Health may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

1. Definitions

Account

The primary means for accessing and using the XPS Health Software, subject to payment of a Fee designated in the selected License;

Customer

Sport club, organization or person who obtains an Account and enters a business relationship with XPS Health.

Fee

Payment for using the activated Account;

License

Various criteria related to the use and functionality of the XPS Health Software and on which the Fee is based;

XPS Health

XPS Health ehf, a private limited company established under the laws of Iceland, having its principal place of business at Stórhöfði 21, 110 Reykjavík, Iceland;

XPS Health Software

The System and all content and/or products enabling the Customer to register and keep track of injuries and illnesses of athletes;

Special Terms

Any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms;

Supplier

XPS Health

System

The integrated computing solution for providing the XPS Health Software, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;

Template

The metadata referred to by the actual data. For example the definition of a broken leg is a Template to use when registering that someone broke his leg;

User

A natural or legal person who uses the Account with a permission from the Customer;

User Data

Text, files, videos, audio, images, and any other digital data and information, which is subjected to the XPS Health Software or otherwise inserted to the System by the Customer or User;

Web Site

The compilation of all web documents (including images, php and html files) made available via https://xpshealth.com or their sub domains or domains with identical names under other top domains and owned by Supplier.

2. Authority to Enter into These Terms with Supplier

The use of the XPS Health Software is subject to acceptance of these Terms. To accept these Terms for themselves or on behalf of an organization, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 16 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted electronically.

You may not, without Supplier's prior written consent, access the XPS Health Software (i) for production purposes, (ii) if you are a competitor of XPS Health, (iii) to monitor the availability, performance or functionality of the XPS Health Software or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. Modifications to Terms

Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on this Web Site or the XPS Health Software. Please check these Terms periodically for changes. Your continued use of the XPS Health Software after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the XPS Health Software, or (ii) 30 days from posting of such modified Terms on this Web Site or through the XPS Health Software. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1 Provisions of XPS Health Software

Supplier will (a) make the XPS Health Software available to Customer pursuant to these Terms, (b) provide applicable standard support for the XPS Health Software to Customer at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the XPS Health Software available 24 hours a day, 7 days a week, except for: (i) planned downtime , and (ii) any unavailability caused by circumstances beyond Supplier's reasonable control, including, for example, hardware failure, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

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4.2 Processing of personal data (including User Data)

In order to provide the Services the Supplier will process personal data on behalf of the Customer as a data processor in the meaning of the General Data Protection Regulation (EU) 2016/679 (“GDPR”). The Customer acts as a data controller and on the basis of these Terms, the Customer instructs the Supplier to process personal data, including User Data, for the purposes of providing the Services. 

All processing carried out by the Supplier is subject to a data processing agreement, Data Processing Addendum, which shall be considered part of these Terms.

5. Using the XPS Health Software

5.1 Establishing an Account

Certain features, functions, parts or elements of the XPS Health Software can be used or accessed only by holders of an Account. The person who wishes to use an Account must get an account created by XPS Health and accept these Terms.

5.2 Logging Into an Account

Supplier shall provide Customer with the means to create login credentials that can allow Users to log into an Account. Each login credential must not be used by multiple persons. If Customer has designated several Users, each User will be provided with separate login credentials. A Customer and all Users are responsible for keeping confidential all login credentials associated with an Account. Customer must promptly notify Supplier of any disclosure, loss or unauthorized use of any login credentials.

5.3. Termination of Account

Customer may terminate these Terms at any time as provided in Section 16. Supplier shall at the request of the Customer permanently delete the Account within 10 days of the effective date of the request.

5.4 Fees

The use of an Account is subject to a Fee. Different rates apply to different Licenses. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Customer or Users did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise Customer is solely responsible for the payment of such taxes, levies or duties.

6. Payment

The following provisions are applicable only if you purchase access to the XPS Health Software directly from Supplier. If you purchase access to the XPS Health Software through a Reseller, the payment terms are set forth in the agreement with your Reseller.

6.1 Credit Card Authorization

Supplier may seek pre-authorization of Customer's credit card account prior to purchase of XPS Health Software in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. As a Customer or representative of Customer you authorize such a credit card account to pay any amounts described herein, and authorize Supplier to charge all sums described in these Terms to such credit card account. You agree to provide Supplier updated information regarding your credit card account upon Supplier's request and any time the information earlier provided is no longer valid.

7. User Data

7.1 Uploading User Data to XPS Health Software

If the Customer uploads User Data to the XPS Health Software, such User Data and any processing of such User Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the User Data belong to the Customer or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the XPS Health Software by Supplier. By uploading User Data to the XPS Health Software, User authorizes Supplier to process the User Data. The Customer is responsible for ensuring that:

  1. the Customer and any of the Users associated with the Account do not create, transmit, display or make otherwise available any User Data that violates the terms of these Terms, the rights of Supplier, other Users, persons or organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy,hateful or otherwise unlawful; and
  1. the Customer and all of the Users associated with the Account have the necessary rights to use the User Data, including to insert it into the XPS Health Software and process it by means of the Account.
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7.2 No Guarantee of Accuracy

Supplier does not guarantee any accuracy with respect to any information contained in any User Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the XPS Health Software. You understand that all information contained in User Data is the sole responsibility of the person from whom such User Data originated. This means that Customer, and not Supplier, is entirely responsible for all User Data that is uploaded, posted, transmitted, or otherwise made available through the XPS Health Software.

7.3 Unlawful User Data

Supplier is not obliged to pre-screen, monitor or filter any User Data or acts of its processing by the Customer in order to discover any unlawful nature therein. However, if such unlawful User Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain User Data is unlawful, Supplier has the right to:

  1. notify the Customer of such unlawful User Data;
  2. deny its insertion to the System;
  3. demand that the Customer brings the unlawful User Data into compliance with these Terms and applicable law;
  4. temporarily or permanently remove the unlawful User Data from the Account, restrict access to it or delete it.

If Supplier is presented convincing evidence that the User Data is not unlawful, Supplier may, at its sole discretion, restore such User Data, which was removed from the Account or access to which was restricted.

In addition, in the event Supplier believes in its sole discretion User Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such User Data at any time with or without notice.

7.4 Compelled Disclosure

Supplier may disclose a Customer's confidential information to the extent compelled by law to do so. In such instances, Supplier will use commercially reasonable efforts to provide Customer with prior notice of the compelled disclosure (to the extent legally permitted) and Customer shall provide reasonable assistance, at its cost, if Customer wishes to contest the disclosure. If Supplier is compelled by law to disclose Customer's confidential information as part of a civil proceeding to which Supplier is a party, and Customer is not contesting the disclosure, Customer will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

8. Services

8.1 Use of the XPS Health Software

Subject to these Terms, and the payment of the applicable service Fee, Supplier grants Customer and its authorized Users a non-exclusive, non-transferable, non-sub-licensable license to use the XPS Health Software to:

  1. collect, store and organize User Data, such as add new Templates, generate reports based on User Data;
  2. modify and delete User Data;
  3. receive reasonable help and guidance from Supplier regarding the use of the XPS Health Software.
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8.2 Technical Support

Supplier shall provide reasonable technical support to a User at the reasonable request of the Customer. Supplier shall respond to enquiries of support from a User utilizing the contacts set forth below as soon as reasonably possible.

Notwithstanding the foregoing, if you purchased access to the XPS Health Software from a Reseller, then first-line technical support will be provided by the Reseller and not by the Supplier.

8.3 Modifications to Service

Supplier reserves the right to modify the XPS Health Software or any part or element thereof from time to time without prior notice, including, without limitation

  1. rebranding the XPS Health Software at its sole discretion;
  2. ceasing providing or discontinuing the development any particular feature or part or element of the XPS Health Software temporarily or permanently;
  3. taking such action as is necessary to preserve Supplier's rights upon any use of the XPS Health Software that may be reasonably interpreted as violation of Supplier's intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Customer may be notified of such modifications. Modifications, including change in applicable rates for the XPS Health Software, will become effective thirty (30) days before the effective date of such modification.

If the Customer does not accept the modification, the Customer shall notify Supplier or Reseller (if Customer purchased access to the XPS Health Software from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Customer's continued use of the XPS Health Software, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Customer or to any third person for any modification, suspension or discontinuance of the XPS Health Software, or any part or element thereof.

9. Restrictions

9.1 Prohibited Activities

Customer may use the XPS Health Software and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, the Customer is not allowed to:

  1. use the XPS Health Software or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
  2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the XPS Health Software or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;
  3. use the XPS Health Software or any part or element thereof unless it has agreed to these Terms.
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9.2 Certain Uses Require Supplier Consent

The Customer or any User may not, without Supplier's prior express written consent:

  1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the XPS Health Software available in whole or in part to any third persons, unless such third person is another authorized User of the same Customer;
  2. use the XPS Health Software or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
  3. use the XPS Health Software or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Supplier;

10. Privacy

Supplier takes the privacy of its Customers and other third parties very seriously. Supplier's Privacy Policy at https://xpshealth.com/privacypolicy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Supplier's collection, use, and disclosure of personal data, including on Customers’ representatives, which the Supplier processes as a data controller in the meaning of the GDPR.

11. Intellectual Property Rights

11.1 XPS Health's Intellectual Property Rights in the XPS Health Software

The XPS Health Software, XPS Health trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. Supplier, its affiliates and licensors retain all right, title and interest in such XPS Health Software, XPS Health trade names and trademarks, and any parts or elements. Your use of the XPS Health Software and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Supplier reserves all rights to the XPS Health Software, XPS Health trade names and trademarks not expressly granted in the Terms.

11.2 Content Owned by XPS Health

Subject to these Terms and the payment of the applicable service Fee, Supplier grants Customer and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the XPS Health Software. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the XPS Health Software or as otherwise permitted by applicable law.

11.3 XPS Health Data

  1. Supplier is authorized to display the Customer's logo on its website or in other promotional materials. Supplier may publicly acknowledge on its website and other platforms that the Customer is a customer, while maintaining confidentiality regarding the specifics of their agreement.
  1. Customer is solely responsible for its own User Data and the consequences of posting or publishing them on or through the XPS Health Software. In connection with User Data, Customer affirms, represents, and warrants that: (i) Customer either owns its User Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Supplier to display or otherwise use the User Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your User Data in a manner consistent with the intended features of the XPS Health Software and these Terms, and (ii) User Data, Supplier's or any XPS Health Licensee's use of such User Data pursuant to these Terms, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any XPS Health Software Customer has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless Customer and Supplier otherwise agree.
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11.4 Feedback

If Customer provides Supplier with any comments, bug reports, feedback, or modifications for the XPS Health Software (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the XPS Health Software. Customer (as applicable) hereby grants Supplier a perpetual, irrevocable, non-exclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.

12. Third-Party Sites, Products and Services

The XPS Health Software may include links to other websites or services (“Linked Sites”) solely as a convenience to Customers and Users. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by XPS Health. By using any community marked data or content, you acknowledge and agree that XPS Health is not in any way responsible for the performance or damages caused by such community provided data or content.

13. Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE XPS HEALTH SOFTWARE AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE XPS HEALTH SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE XPS HEALTH SOFTWARE AND ANY CONTENT, USER DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE XPS HEALTH SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE XPS HEALTH SOFTWARE AND ANY CONTENT, USER DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE XPS HEALTH SOFTWARE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE XPS HEALTH SOFTWARE, THE WEB SITE OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

14. Indemnification

You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, injuries, liabilities, including attorney's fees, arising out of your use or misuse of the XPS Health Software, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.

15. Limitation of Liability

15.1 No Liability

Supplier shall not be liable to the Customer for any consequences resulting from:

  1. any modifications in these Terms, calculation and rates of Fees, the XPS Health Software, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the XPS Health Software;
  2. deletion of, corruption of, or failure to store any User Data;
  3. use of User Data by the Customer or any of the Users associated with the Account;
  4. upgrading or downgrading the current License;
  5. any disclosure, loss or unauthorized use of the login credentials of Customer or any associated User due to Customer’s or User's failure to keep them confidential;
  6. the application of any remedies against the Customer or associated Users by the Supplier, for example if the Customer or associated Users have committed a crime or conducted a breach of applicable law by using the XPS Health Software or any part or element thereof;
  7. the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the XPS Health Software are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
  8. the Supplier's application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Supplier and its affiliates shall not be liable to the Customer for any claim by any person, organization or third persons against the Customer arising out of the Customer's failure to:

  1. provide Supplier with accurate information about the Customer, associated Users or Account;
  2. notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Customer;
  3. provide any products which it has agreed to provide to such a person or organization (whether such failure arises as a result of Supplier's negligence, breach of these Terms or otherwise);
  4. ensure the lawfulness of the User Data;
  5. obtain the necessary rights to use the User Data; or
  6. abide by any of the restrictions described in these Terms.
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15.2 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF XPS HEALTH AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE XPS HEALTH SOFTWARE GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

15.3 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

16. Termination of These Terms

16.1 For Convenience

These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:

  1. by the Customer any time by contacting XPS Health;
  2. by Supplier upon decision to end provision of the XPS Health Software and close the Account; or
  3. immediately by either party, if proceedings are initiated for the other party's liquidation or insolvency or a negotiated settlement with the other party's creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
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16.2 For Default

These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

  1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
  2. immediately by either party if the other party breaches its obligations, as applicable under Sections 11 [Intellectual Property Rights] and 14 [Indemnification] of these Terms.
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16.3 Effect of Termination

Upon termination of these Terms,

  1. Supplier shall deactivate the Account. If the Customer has specifically requested for a deletion of the Account, Supplier shall fulfill such request within 10 days of its receipt of such request.
  2. Customer must:some text
    1. stop using and prevent the further usage of the XPS Health Software; 
    2. pay any amounts owed to Supplier under these Terms; and
    3. discharge any liability incurred by the Customer before under these Terms prior to their termination; and
  3. The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 9, 10, 11, 13, 14, 15, 17 and 18.
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16.4 Remedies

If Supplier has reasonable grounds to believe that the Customer's or any associated User’s use of the XPS Health Software, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

17. Who You Are Contracting With

17.1 General

The Supplier with whom Customer is contracting is XPS Health ehf.

Postal Address: Storhofdi 21, 110 Reykjavík, ICELAND

E-mail: xps.health@xpshealth.com

17.2 Governing Law and Jurisdiction

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court as designated herein subject to the terms and conditions set forth below.

The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the following:

Client's Domicile:

All areas

Governing Law; Dispute Resolution:

These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of Iceland.

Courts having Exclusive Jurisdiction:

Héraðsdómur Reykjavíkur

Use of the XPS Health Software is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

Notwithstanding the foregoing, you and the Suppliers agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party's right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

18. General Provisions

18.1 Relationship of the Parties

Unless otherwise specified, the parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Customer and either Supplier, and the Customer shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

18.2 Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

18.3 Entire Agreement

These Terms (including the Data Processing Agreement) constitute the entire agreement between Customer and Supplier regarding Customer's use of the XPS Health Software and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

18.4 Assignment

Customer may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier's prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Customer, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Customer, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Customer, or its permitted successive assignees or transferees.

18.5 No Waiver

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

18.6 Notices

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

Last updated: March 5, 2024