General Terms of Use

for the use of Knee-CAT

The use of Knee-CAT (Knee-Computational Alignment Trainer) is subject to the following General Terms of Use (hereinafter "Terms"). Please read these Terms and our Privacy Policy carefully before using Knee-CAT for the first time. Please note that you may not use Knee-CAT without first agreeing to these Terms and the Privacy Policy.

What is Knee-Cat?

Knee-CAT is an innovative, web-based learning platform used in the education and training of knee surgeons. With Knee-CAT, both junior and experienced surgeons are given the opportunity to simulate typical surgical situations as well as various alignment manoeuvres and balancing targets within the context of numerous exercises at different levels of difficulty and to subsequently evaluate the results of the simulated surgery in detail. The aim of Knee-CAT is to strengthen the surgeon's decision-making process, to train him with regard to computer-assisted surgical techniques and to prepare him specifically for future operations (total knee endoprosthesis).

1. Subject and scope

1. These Terms apply to the entire range of services in connection with the use of Knee-CAT and serve to regulate the contractual relationship between the user and the Supplier - SmartOrthoSolutions GmbH, Eichelberg 19, Lappersdorf, Bavaria, represented by the management (hereinafter the "Supplier").

2. Deviating provisions will not in principle be recognised by the Supplier. Any arrangement to the contrary can only apply by express written agreement between the parties.

3. Knee-CAT is not intended for private use and serves exclusively for the training and further education of professionally qualified personnel in the medical-orthopedic field. Consumers within the meaning of § 13 BGB are therefore expressly excluded from the use and cannot become contractual partners under a use or licence agreement with the Supplier.

4. The current version of the currently valid General Terms and Conditions can be downloaded and printed out at any time from knee-cat.com/Terms.

2. Scope of services

1. The core component of the service offering is the provision of Knee-CAT as a learning platform for the training and further education of surgeons in the field of computer-assisted total knee arthroplasty (knee TEP). In this respect, the user is granted the right to use Knee-CAT as a training and further education tool in accordance with these Terms.

2. The Supplier reserves the right to adjust the scope of services at any time with effect for the future. The permanent presence of specific services can therefore not be guaranteed to the user.

3. The Supplier's range of services is subject to a fee and can only be used after acquiring a use licence. For further information, reference is made to section 4 of these Terms ("Acquisition and term of use licences").

4. Further information on the range of services offered by the Supplier can be found at www.knee-cat.com.

3. Conclusion and lifetime of the contract

1. The use of Knee-CAT requires the conclusion of an effective use contract between the User and the Supplier (hereinafter jointly the "Parties") on the basis of these Terms.

2. An effective use contract between the parties is concluded when the User completes the registration process to create a User-specific account (hereinafter "User Account") in the context of the Knee-CAT User interface.

3. In the context of the registration process, the User is requested to take note of and accept these Terms as well as the Supplier's privacy policy. With the acceptance of these Terms by the User, they become part of the contractual relationship between the parties.

4. Further information on the personal data processed in the course of registration can be found in the Supplier's privacy policy, which can be downloaded and printed out at any time from https://knee-cat.com/Privacy.

5. The use contract between the parties is in principle concluded for an indefinite period, but is inseparably linked to the existence of a valid use licence.

4. Acquisition and lifetime of use licenses

1. Use licences can be purchased either directly by the User (single licence) or by a company for a specific number of users (volume licence). The purchase of a single or volume licence must by request to kontakt@knee-cat.com be individually coordinated and agreed with the Supplier. One use licence must be purchased for each User.

2. With the purchase of a single or volume licence, a licence agreement is concluded between the respective licensee and the Supplier.

3. The Supplier reserves the right to set up time-limited test accesses for Knee-CAT for potential licencees in individual cases and on request. The specific lifetime of the trial period will be determined by the Supplier. After the trial period has expired, a licence must be purchased in order to continue using Knee-CAT.

4. Unless otherwise agreed with the Supplier, the term of a use licence is at least 12 months (minimum term). If the licensee does not properly terminate the use licence with a period of notice of 3 months to the end of the minimum contract term, it will be extended by a further 12 months at the expense of the licensee.

5. The right to extraordinary termination for good cause remains unaffected.

5. Prices and payment processing

1. All prices quoted within the scope of the range of services, on the website and other information material of the Supplier are exclusive of statutory value added tax.

2. Payment on account is available to the licensee as a method of payment. Further information on the personal data processed in the context of payment processing can be found in the Supplier's privacy policy, which can be downloaded and printed out at any time from https://knee-cat.com/Privacy.

3. Unless otherwise stated or individually agreed with the Supplier, payment claims are due immediately.

6. User duties

1. The User is exclusively entitled to the rights to the service offering of the Supplier in accordance with these Terms.

2. All content published in the context of the service offering (e.g. texts, images, videos) are generally protected by copyright and are usually the property of the Supplier or are licensed by the Supplier. The User may not distribute the published content.

3. The User may only use Knee-CAT as intended.

7. Note on data processing

1. For the purpose of initiating and processing the contractual relationship, the Supplier processes, in particular, the personal data of the User within the meaning of Art. 4 No. 1 GDPR. For these purposes, personal data are all information that can be assigned to a specific person.

2. Further information on the use and handling of personal data by the Supplier can be found in the privacy policy, which can be downloaded and printed out at any time from knee-cat.com/Privacy.

8. Warranty rights, guarantees and availability

1. The warranty for material defects and defects of title will be governed exclusively by the statutory provisions - in particular §§ 434 ff. BGB.

2. The Supplier expressly does not guarantee that the use of Knee-CAT will actually lead to an improvement in the User's conceptual understanding of the most important decisions in the context of total knee arthroplasty (knee TEP). In particular, the Supplier does not owe any specific result in this respect.

3. In principle, the Supplier does not issue any guarantees. If, by way of exception, guarantees are offered by the Supplier, the details in this regard will be set out in the respective guarantee conditions, which will be made available in text form prior to the conclusion of the contract.

4. The Supplier guarantees an availability of the service offering of 98 percent. This does not include times when maintenance work is being carried out on the software (e.g. in the context of updates). The Supplier will provide information on planned maintenance work with an appropriate lead time.

9. Exclusion of liability

1. In cases of liability under the Product Liability Act, in the event of intent or fraudulent misrepresentation, in the event of gross negligence, in the event of injury to life, limb or health, in the event of the assumption of a guarantee, in the cases of § 288 Para. 6 sentence 1 BGB as well as in all other cases of statutory mandatory liability, the Supplier will be liable for reimbursement of expenses and damages in accordance with the statutory provisions.

2. In all other respects, the Supplier will be liable for damages in accordance with the statutory provisions in the event of culpable breach of material contractual duties (so-called cardinal duties). Cardinal duties in this sense are all duties whose breach endangers the achievement of the purpose of the contract, as well as duties whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the User may reasonably rely. If the breach of cardinal duties is only slightly negligent and does not result in injury to life, limb or health, claims for damages will be limited in amount to the typical foreseeable damage.

3. In all other respects, all claims for damages - irrespective of the legal grounds, but in particular from the breach of duties arising from an existing or a pre-contractual duty (e.g. within the meaning of § 311 para. 2 BGB) as well as from § 311a para. 2 BGB or from unlawful acts - are excluded.

4. The Supplier accepts no liability for services marked as such by third parties who are neither legal representatives, employees nor vicarious agents of the Supplier. If these services are provided on the basis of a contract with the User, reference is made to the respective contractual terms of the corresponding third-party supplier with regard to liability. In particular, the Supplier is not liable for damages resulting from incorrect data records.

5. Any existing liability privileges will remain unaffected by this exclusion of liability.

6. Insofar as the liability of the Supplier is limited or excluded in accordance with the above provisions, this exclusion of liability will also apply to the personal liability of the legal representatives, employees and vicarious agents of the Supplier.

7. No change of the burden of proof to the disadvantage of the User is triggered by the above provisions.

10. Final provisions

1. The language used for the conclusion of the contract is English. The Supplier reserves the right to offer other contract languages in the future. Should the Supplier already offer other contractual languages at the time of the conclusion of the contract with the User, the German version of these Terms will prevail in the event of any contradictions.

2. All disputes arising from or in connection with a contract concluded on the basis of these Terms will be governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

3. The legal venue for all disputes arising from or in connection with a contract concluded on the basis of these Terms will be the Supplier's place of business (agreement on legal venue).

4. The place of performance for all contractual duties arising from or in connection with a contract concluded on the basis of these Terms will be the Supplier's place of business (place of performance).

5. The contractual text as well as these Terms will be archived by the Supplier and can therefore also be retrieved at a later time (contractual text storage).

6. Changes to these Terms must be made in textual form. This also applies to the change of this clause.

11. Reservation of right of change

1. The Supplier reserves the right to adapt these Terms with effect for the future in order to be able to react appropriately to changes in the law, changes in case law or changes in economic circumstances.

2. Any change to these Terms intended by the Supplier will be announced in good time, and the specific change will be made available as a full text.

3. A change to these Terms will only become effective if it is not expressly objected to, i.e. in writing (e.g. by email or letter), within 4 weeks of receipt of the notification of the intended change. The Supplier will also expressly point this out again within the scope of the notification.