Prevailing Language. The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions if any.
1.1. Your use of Crisalix’s software, services and web sites (referred to collectively as the “Services” in this document) is subject to the terms of a legal agreement between you and Crisalix. “Crisalix” means Crisalix SA, a Swiss company whose principal place of business is at PSE-A, 1015 Lausanne, Switzerland. The terms ‘you’ or other references to the second person, refer to yourself as an individual user of the Services or as a group of users of the Services from a clinic, practice or any other collective professional entity.
1.2. Unless otherwise agreed in writing with Crisalix, your agreement with Crisalix will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Professional Universal Terms”.
1.4. The Professional Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Crisalix in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5. If there is any contradiction between what the Additional Terms say and what the Professional Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
1.6. For the purpose of these Terms, the term “End User” refers to any individual whom you may treat, may seek or show interest in being treated, may seek to use the Services directly from Crisalix or through your treatment, or whom you may present the Services to in the context of the treatment and care you provide as an aesthetic professional to a patient or any other person or entity.
1.7. This agreement was written in English. To the extent any translated version of this agreement conflicts with the English version, the English version controls.
2. Accepting the Terms
2.1. In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2. You can accept the Terms by:
- A. clicking to accept or agree to the Terms by subscribing or signing up for the Services; or
- B. actually using the Services. In this case, you understand and agree that Crisalix will treat your use of the Services as acceptance of the Terms from your first use of the Services.
2.3. You may not use the Services and may not accept the Terms if (a) you are not of legal age or under any other cause limiting or restricting your capacity to enter into a binding contract with Crisalix, (b) you are a person barred from receiving the Services under the laws of the any country including the country in which you are resident or from which you use the Services, or (c) if you are not a fully licensed physician or aesthetic professional entitled to render professional services in the field of dermatology, plastic and aesthetic surgery or aesthetics in your jurisdiction. Crisalix reserves the right to block access to the Services, or delete an account which enables access to the Services, if it has reason to believe that you qualify for one or more of the above.
2.4. You acknowledge and agree that the use of the Services shall be limited to your rendering services to third parties in the context of your professional activities; in your condition as professional, and to the maximum extent permitted by law, you expressly waive any regulations regarding consumer protection rights, including those specifically related to electronic commerce and contracting based on general conditions.
2.5. Before you continue, you should print off or save a local copy of the Professional Universal Terms for your records and regularly check the website ( link) to ensure you are informed of the latest version.
3. Provision of the Services by Crisalix and updates
3.1. Crisalix collaborates with “Affiliate(s)”, referring to any entity that owns or controls, is owned or controlled by or is or under common control or ownership with Crisalix, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. These Affiliates may be providing the Services to you on behalf of or through Crisalix itself. You acknowledge and agree that those Affiliates from time to time will be entitled to provide the Services to you. Crisalix cannot be taken for responsible for any products, including medical products and, or any services provided to you by those Affiliates.
3.2. Crisalix is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and ancillary characteristics of the Services which Crisalix provides may change from time to time without prior notice.
3.3. As part of this continuing innovation and to ensure a proper maintenance of the systems for the provision of the Services, you acknowledge and agree that Crisalix may temporarily discontinue the provision of the Services (or any features within the Services) to you or to users generally at Crisalix’s sole discretion, without prior notice to you. The discontinuation of the Services will be limited to the minimum extent and time necessary to introduce such innovations or to ensure proper maintenance and Crisalix will do its utmost to do so at times and dates that Crisalix considers may be the least disturbing for users in general.
3.4. The Services may automatically download and install updates from time to time from Crisalix. These updates are designed to improve, enhance and further develop the Services and may take the form of, but not limited to, bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Crisalix to deliver these to you) as part of your use of the Services.
4. Use of the Services
4.1. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the relevant countries).
4.2. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
4.3. You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
4.4. You acknowledge being solely responsible for the manner in which you use the Services provided by Crisalix and/or present these to third parties.
4.5. You may use the Services through such as, but not limited to, being enlisted in Crisalix’ directory of aesthetic professionals or through web banners on your own web site, or any other online or offline feature that Crisalix provides in its Services, enabling you to be contacted for information relating to your services, or for a End User to obtain 3D images based on photos and personal information they provide, or for any other reason. Should a End User submit a request to you through the Services, Crisalix reserves the right to refer the End User to another professional, listed or not in Crisalix’ directory of aesthetic professionals, if you do not provide a response using the tools and functionalities made available to you by Crisalix within 48 hours from the moment the request has been submitted.
4.6. If you receive End User’s ‘Personal Data’ (as defined in section 6 below), you shall process such Personal Data with the highest level of confidentiality and shall not make this information public in any form or share this information without the express consent of the relevant Data Subject (as defined in section 6 below). Furthermore, you hereby certify that any and all Personal Data you receive which is requested to be deleted or transferred to a third party by the relevant Data Subject of the data will indeed be fully and permanently removed from your files and records.
5. Your account security
5.1. Should your use of the Services involve accessing your account with login details, such as but not limited to a username and password, you hereby certify that you will not share your login details, let anyone else access your account, or do anything else that might jeopardize the security of your account. You agree and understand that you are responsible for maintaining the confidentiality of login details associated with any account you use to access the Services.
5.2. Accordingly, you agree that you will be solely responsible to Crisalix for all activities that occur under your account, including, but not limited to, any applicable charges and costs associated to the use of your account.
5.3. If you become aware of any unauthorized use of your password or of your account, you agree to notify Crisalix immediately by sending an email to email@example.com.
6. Personal Data
6.1. “Personal Data” means any information relating to an identified or identifiable natural person (or “Data Subject”), in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person such as health records, personal information, images, identification, photos, contact details, of any Data Subject.
6.2. Crisalix provides the Services and, as such, Crisalix controls your Personal Data when you directly sign up as an aesthetics professional. In this sense, in order to access certain Services, you will be required to provide information about yourself that may include Personal Data (such as identification, professional, billing or contact details) as part of the registration process for the Service, or as part of your continued use of the Services.
6.3. Besides, you will be able to provide us with End User’s Personal Data while using the Services. You will be the data controller of such End User’s Personal Data and we will be a data processor.
6.4. You may invite End Users to join the Services. In such a case we will still act as a data processor. You will always decide the scope and length of the access to the Services that an invited End User may enjoy. We only became data controller if a End User voluntarily decides to use our online community (MyCrisalix).
6.5. In any event, note that we will implement the same technical or organizational security measures to protect the Personal Data either if we act as data controller or data processor.
6.6. We are dedicated to protecting the privacy of our users by taking all possible measures to protect their Personal Data. Please read our Privacy and Cookies Policy that sets out how Crisalix uses and protects any Personal Data that you provide or that is collected when using the Services. We have adapted our Privacy and Cookies Policy to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“General Data Protection Regulation” or “GDPR”).
6.7. Taking all the above into account:
- You agree to the use of your Personal Data in accordance with our Privacy and Cookies Policy.
- You agree that any Personal Data or other registration information you give to Crisalix will always be accurate, correct and up to date.
- You agree that information provided by yourself (such as identification, professional, billing or contact details) may be used to enlist you in the directory of aesthetic professionals on Crisalix’s website. Information on the aforementioned directory is available to the public for End Users or users to contact a physician or aesthetic professional who has subscribed to Crisalix’ Services. You can at any time request to be removed from this directory by sending an email to firstname.lastname@example.org
- You agree that any data extracted from the information provided by yourself (such as but not limited to success rate, 3D usage, etc.) may be used in an anonymous way to calculate and publish global statistics and rankings based on our users’ activity.
- You agree that if Crisalix is utilized by a clinic with multiple users, and the Crisalix account is held in the name of the clinic, in the event of discordance or termination of contract amongst or between the multiple users or between a unique user and the clinic, you agree to inform Crisalix immediately if access restrictions should be enforced by Crisalix.
- You agree that your personal information (such as identification, professional or contact details) may be provided by Crisalix to an Affiliate, who may contact you to support you with your use of the Services.
- You agree that our relationship data controller – data processor is regulated by the terms and conditions set out in Annex A – Data Processing Terms which form part integrated of these Professional Universal Terms.
7. Waiver of claims, remedies and indemnity
7.1 You agree to be solely responsible for using the Services and for the accuracy and adequacy of information and data furnished for processing.
7.2 You agree that you will be solely responsible for any diagnosis, surgery and any other treatment or services you provide, and that you shall not rely on the Services for these purposes; any reliance by you upon the Services shall not diminish that responsibility.
7.3 You acknowledge and agree that the Services do not provide any diagnosis or medical advice but merely provide for a tool to assist you in your practice as a licensed physician or aesthetic professional and that the use of the Services does not in any manner whatsoever replace or diminish your duties and liabilities as such. Furthermore, you agree to inform any third party with whom you may use the Services provided by Crisalix, that the Services provided by Crisalix do not provide any diagnosis, medical advice or warranty of surgical results, but rather serve for informational purposes only. You also agree to inform such third party that if the use of the Services involves 3D images, that Crisalix cannot guarantee the results nor the accuracy of the 3D images and that the 3D images generated or provided by Crisalix, directly or indirectly, are for visualization and illustrative purposes only, and are not a substitute for a consultation with a qualified physician or professional and do not provide any diagnosis or medical advice.
7.4 You acknowledge and agree that the Services serve visualization and illustration purposes only and do not endorse or warrant any outcome. Any additional options such as online ordering but not limited as such are only designed to facilitate the consultation. Any surgery decision including as well but not limited to any medical product are solely based on your professional opinion, and you confirm that Crisalix has no responsibility for any act or decision of any kind.
7.5 In light of the provisions of this section 7, you agree to provide a full indemnity to Crisalix in the terms set forth in section 14 below. This provision shall survive termination of your legal agreement with Crisalix.
8. Content in the Services
8.1. You understand that all information (such as data files, written text, computer software, audio files, photographs, videos or images) which you may have access to as part of, or through your use of, the Services are the sole property of the person from which such content originated. All such information is referred to below as the “Content”.
8.2. You agree that you are solely responsible for (and that Crisalix has no responsibility to you or to any third party for) any Content that you create, transmit or display in any shape or form while using the Services and for the consequences of your actions by doing so. This Content includes, but is not limited to, the 3D images provided by Crisalix’ services, as well as, the tools provided by Crisalix, such as customizable websites, videos, press releases, brochures, personalized advertisements, web banners and logos. You therefore acknowledge that you are solely accountable in your local jurisdiction for your use of any and all Content made available to you by Crisalix and that you have the authority and right to use the Content in the manner in which the content is used. This also applies if you use the Content on material, websites, or any other form of display, that you may not be the rightful owner of.
8.3. If your use of the Services implies requesting Crisalix to create, transmit or display any Content for you or on your behalf, Crisalix cannot guarantee the outcome, accuracy or quality, however subjective it may be, and you certify, and certify on behalf of the relevant Data Subject of the Personal Data used to create, transmit or display the Content, that the Content Crisalix may provide is ‘as is’ and without any warranty of the results.
8.4. You hereby certify that any and all Content provided by you is accurate and you will not provide any false information or create an account for anyone other than yourself without permission.
9. Proprietary rights
9.1. You acknowledge and agree that Crisalix (or Crisalix’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Crisalix and that you shall not disclose such information without Crisalix’s prior written consent.
9.2. You acknowledge and agree that nothing in the Terms gives you a right to use any of Crisalix’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features other than logos, banners, videos and brochures provided by Crisalix for your webpage or restricted distribution which remain subject to any limitations and conditions that may be imposed by Crisalix from time to time.
9.3. You agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9.4. You acknowledge that any material, documents, objects, or images, such as but not limited to 3D simulations, generated by the Services or resulting from the use of the Services are the exclusive property of Crisalix.
10. License from Crisalix
10.1. Crisalix gives you a personal, non-assignable and non-exclusive license to use, in your jurisdiction, the software provided to you by Crisalix as part of the Services (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Crisalix, in the manner permitted by the Terms.
10.2. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof unless you have been specifically told that you may do so by Crisalix, in writing.
10.3. You may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
10.4. The extension and term of the license to use the Services and the licence fee and or any other fee or royalties or form of payment for the Services, hereinafter referred to as “royalties” and other charges to be paid in connection therewith are such that you have agreed to with Crisalix and may vary depending on your modality of subscription.
10.5. You agree to pay all royalties and other charges associated to your modality subscription to the Services promptly when due. Nevertheless, if, pursuant to your modality subscription through an Affiliate, these royalties and charges are to be paid by a third party (an Affiliate) on your behalf, as authorized in any agreements having been entered between such Affiliate and Crisalix, then you acknowledge and agree that the breach and/or termination of any such agreements for any cause that may result in the lack or discontinuation of payments to Crisalix (or provision of guarantees on future payments, as required) of the royalties and other charges associated to your subscription shall imply the automatic cancellation of your subscription without any right to claim any damages or losses to Crisalix for such cancellation.
10.6. You acknowledge and agree that if Crisalix disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
11. Content license from you
11.1. You retain copyright and any other rights you already hold in Content which you submit, share, publish, post or display on or through, the Services. By submitting, sharing, publishing, posting or displaying the content you give Crisalix, its Subsidiaries and Affiliates, a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify any Content which you submit, share, publish, post or display on or through, the Services. This license is for the purposes of enabling Crisalix, its Subsidiaries and Affiliates to provide the Services and to commercialize and continue to improve the Services. Such copyright and rights are retained unless your content has been shared with others, and they have not deleted it.
11.2. You understand that Crisalix, and its Affiliates in performing the required technical steps to provide the Services to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Crisalix and its Affiliates to take these actions.
11.3. You confirm and warrant to Crisalix and its Affiliates that you have all the rights, power and authority necessary to grant the above license and that you are the sole proprietor of any Content you use through the Services provided by Crisalix. In the event that that Content used does not comply with the above, Crisalix reserves the right to block the account and eventually return the Content to its rightful owner.
11.4. When you publish / share content or information using Crisalix, it means that you are allowing everyone, including people off of Crisalix, to access and use that information, and to associate it with your identification provided (i.e., your nickname and profile picture).
11.5. We always appreciate your feedback or other suggestions about Crisalix, but you understand that we may use your feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).
12. Ending your relationship with Crisalix
12.1. The Terms will continue to apply until your right to use the Services is terminated at the end of the subscription period, or until terminated by either you or Crisalix as set out below.
12.2. Your subscription to the Services is automatically renewed by the end of the subscription period unless you have expressly informed Crisalix to terminate at least 30 days before the end.
12.3. If you want to terminate your legal agreement with Crisalix, you may do so by (a) notifying Crisalix at any time and (b) closing your accounts for all of the Services which you use, where Crisalix has made this option available to you. Your notice should be sent, in writing, to Crisalix’s address which is set out at the beginning of these Terms. Your notice of termination becomes effective upon receipt by Crisalix. If you terminate your legal agreement with Crisalix prior to the end of the subscription period, you agree to remit payment within 5 business days of the termination notice, for any and all outstanding amounts including those corresponding to the remainder of your subscription period.
12.4. Crisalix may at any time, terminate its legal agreement with you if:
- A. you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
- B. Crisalix is required to do so by law including without limitations where the provision of the Services to you is, or becomes, unlawful; or
- C. the relationship between that Affiliate with whom Crisalix offered the Services and Crisalix has been terminated or suspended or if such Affiliate has ceased to offer the Services to you.
12.5. When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Crisalix have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 17.7 and your obligations to indemnify Crisalix and Subsidiaries and Affiliates set out in the Terms (including in Clause 15 below) shall continue to apply to such rights, obligations and liabilities indefinitely.
13. EXCLUSION OF WARRANTIES
13.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT CRISALIX’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
13.3. YOU EXPRESSLY UNDERSTAND AND AGREE THAT CRISALIX DOES NOT WARRANT ANY PRODUCTS, INCLUDING MEDICAL PRODUCTS AND, OR ANY SERVICES PROVIDED TO YOU BY AFFILIATES ON BEHALF OR THROUGH CRISALIX ITSELF.
13.4. IN PARTICULAR, CRISALIX, ITS AFFILIATES DO NOT REPRESENT OR WARRANT TO YOU THAT:
- A. YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS.
- B. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR.
13.5. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
13.6. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CRISALIX OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13.7. CRISALIX FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14. LIMITATION OF LIABILITY
14.1. SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CRISALIX, ITS AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
- A. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
- B. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
- (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER, SPONSOR OR AFFILIATE WHOSE ADVERTISING APPEARS ON THE SERVICES;
- (II) YOUR FAILURE TO PROVIDE CRISALIX WITH ACCURATE ACCOUNT INFORMATION;
- (III) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
- B. THE PARTIES TO THESE TERMS HAVE EACH AGREED TO THE FEES AND ENTERED INTO THEM IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN THE PARTIES.
14.2. THE LIMITATIONS ON CRISALIX’S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT CRISALIX HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14.3 FURTHER TO THE ABOVE, CRISALIX, ITS AFFILIATESSHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE OF PERFORMANCE RESULTING FROM CAUSES BEYOND THEIR CONTROL (FORCE MAJEURE).
14.4 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU AGREE THAT THE AGGREGATE LIABILITY OF CRISALIX AND AFFILIATES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE FEES PAID BY YOU TO CRISALIX FOR THE USE OF THE SERVICES DURING THE TERM OF ONE YEAR PRIOR TO THE DATE OF THE CLAIM, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST CRISALIX AND AFFILIATESAND SHALL CONSTITUTE THE LIQUIDATED DAMAGES.
15. INDEMNITY FOR THIRD PARTY CLAIMS
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD CRISALIX, ITS PARTNERS, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, AND LICENSORS ("THE INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY CLAIM OR LIABILITY ARISING OUT OF (A) ANY CLAIM BY ANY PERSON WHOM YOU HAVE TREATED AND WITH WHOM YOU MAY HAVE USED THE SERVICES, ARISING OUT FROM EITHER (i) ANY ALLEGED BREACH IN THE PERSONAL DATA COLLECTION, STORAGE, PROCESSING, TRANSFER, USE AND PROTECTION APPLICABLE REGULATIONS OR POLICIES OR (ii) ANY ALLEGED MEDICAL MALPRACTICE, INCLUDING ANY CLAIM FOR AN UNSATISFACTORY OUTCOME OF ANY SURGICAL OR NON-SURGICAL TREATMENT OR PROCEDURE WHATSOEVER AFTER USING THE SERVICES; OR (iii) ANY CONTENT YOU SUBMIT, SHARE, UPLOAD, POST OR DISPLAY ON OR TO THE SERVICES; (B) ANY BREACH OF OR NONCOMPLIANCE WITH ANY REPRESENTATION, WARRANTY OR OBLIGATION IN THESE TERMS. YOU SHALL COOPERATE FULLY IN THE DEFENSE OF ANY CLAIM. CRISALIX RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU. YOU ACKNOWLEDGE THAT DAMAGES FOR IMPROPER USE OF THE SERVICES MAY BE IRREPARABLE; THEREFORE, CRISALIX IS ENTITLED TO SEEK EQUITABLE RELIEF, INCLUDING INJUNCTION AND PRELIMINARY INJUNCTION, IN ADDITION TO ALL OTHER REMEDIES.
16. Changes to the Terms
16.1. Crisalix may make changes to the Universal Terms or Additional Terms from time to time. We therefore encourage you to visit this page occasionally to ensure you are aware of the updated version.
16.2. You understand and agree that if you use the Services after the date on which the Professional Universal Terms or Additional Terms have changed, Crisalix will treat your use as acceptance of the updated Professional Universal Terms or Additional Terms.
17. General legal terms
17.1. Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or purchase goods, which are provided by another person or company, including any Affiliate that may be sponsoring your subscription. Your use of these other services or purchase of goods may be subject to separate terms between you and the company or person concerned. Crisalix does not assume any liability in connection with your use of these other services or purchase of goods.
17.2. The Terms constitute the whole legal agreement between you and Crisalix and govern your use of the Services (but excluding any services which Crisalix may provide to you under a separate written agreement), and completely replace any prior or simultaneous representations, agreements, understandings or commitments, whether written or oral, between you and Crisalix in relation to the Services.
17.3. You agree that Crisalix may provide you with notices by email, regular mail, or postings on the Services.
17.4. You agree that if Crisalix does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Crisalix has the benefit of under any applicable law), this will not be taken to be a waiver of Crisalix’s rights and that those rights or remedies will still be available to Crisalix.
17.5. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
17.6. You acknowledge and agree that each member of the group of companies of Crisalix shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. You further acknowledge and agree that (i) you may not assign the Terms to any third party and that (ii) Crisalix may assign the Terms to each member of the group of companies of Crisalix or to a successor by purchase, merger or consolidation; however no assignment shall relieve Crisalix obligations under the Terms. Any assignment not in accordance with these provisions shall be null and void.
17.7. The Terms shall be governed by the substantive law in force in Switzerland without reference to its conflict of law rules. You and Crisalix agree to submit to the exclusive jurisdiction of the courts of the Canton of Vaud (Switzerland) and of the Swiss Federal Supreme Court based in Lausanne (Switzerland) to resolve any legal dispute or matter arising from the Terms. Notwithstanding this, you agree that Crisalix shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
The Universal Terms was last modified on May 24th, 2018.
Annex A – Data Processing Terms
The GDPR requires an agreement to be in place between a controller and a processor, and between a processor and a subprocessor. In addition, processing must be conducted in accordance with technical and organizational measures that meet the requirements of the GDPR and ensure the protection of the rights of Data Subjects. This Annex – Data Processing Terms is intended to satisfy such requirements for the parties involved which are the Client, acting as data controller, and Crisalix, acting as data processor (the “Data Processing Terms”).
- The terms defined in the Terms shall have the same meaning except otherwise is expressly set out in these Data Processing Terms.
- The terms not defined in these Data Processing Terms, such as “appropriate technical and organisational measures”, “Commission”, “Controller”, “Processor”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “processing” and “Supervisory Authority” shall have the same meaning as in the GDPR.
- “Subprocessors” means any other Processor that is appointed and used by Crisalix to process Personal Data on your behalf in connection with the Services.
- “Client” means you or your employer that shall be deemed the data controller.
- These Data Processing Terms apply to processing of Personal Data by Crisalix and its Affiliates on behalf of the Client in connection with the Services.
- For the purpose of these Data Processing Terms, the Client and Crisalix agree that Client is the Controller and Crisalix is the Processor of Personal Data. Should Client act as a Processor of Personal Data, Crisalix would in such case act as a Subprocessor.
- These Data Processing Terms do not apply when Crisalix is a Controller of Personal Data.
- These Data Processing Terms shall remain in force while the Terms are in force.
- The nature and purpose of the data processing is the performance of the Services as defined in the Terms.
- The type of personal data is the Personal Data as defined in the Terms.
- The categories of Data Subjects are the Customers as defined in the Terms.
3. Processing of Personal Data
3.1. Crisalix and its Affiliates shall:
- comply with the GDPR in the Processing of Personal Data and shall not process Personal Data other than on the relevant Client’s instructions unless Processing is required by Union, Member State or Swiss laws to which Crisalix and its Affiliates are subject, in which case Crisalix or the relevant Affiliate shall to the extent permitted by such laws inform Client of that legal requirement before the relevant processing of such Personal Data;
- ensure that persons authorised to process the Personal Data, including any employee, agent or contractor, have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- take all measures required pursuant to Article 32 GDPR;
- respects the conditions referred to in Article 28(2) and (4) GDPR for engaging another processor;
- assist Client by appropriate technical and organisational measures, insofar as possible, for the fulfilment of the Client’s obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III GDPR;
- assist Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR, taking into account the nature of processing and the information available to Crisalix;
- delete or return, at Client’s choice, all the Personal Data to Client at the end of the provision of Services, and delete existing copies unless any applicable laws require further storage of the Personal Data;
- make available to Client all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Client or another auditor mandated by Client.
3.2. Crisalix shall immediately inform Client if, in its opinion, an instruction pursuant to Client’s audit rights infringes any applicable data protection laws.
3.3. Client instructs Crisalix and its Affiliates and authorizes Crisalix and its Affiliates to instruct each Subprocessor to process its Personal Data as reasonably necessary for the provision of the Services and warrants and represents that it is and will at all times remain duly and effectively authorised to give such instructions.
4. Processing of Personal Data
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Crisalix and its Affiliates shall in relation to the Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
Client authorizes Crisalix and its Affiliates to appoint (and permit each Subprocessor appointed in accordance with this section 5 to appoint) Subprocessors.
Crisalix and its Affiliates shall ensure that each Subprocessor performs the obligations under this Data Processing Terms, as they apply to processing of the Personal Data carried out by that Subprocessor, as if it were party to these Data Processing Terms in place of Crisalix.
6. Data Subject Rights and Personal Data Breach
Taking into account the nature of the Processing, Crisalix and its Affiliates shall assist Client by responding to requests to exercise Data Subject rights. Crisalix shall promptly notify Client of any request from a Data Subject and shall not respond to that request except on the instructions of Client or, to the extent permitted by applicable laws, inform Client of that legal requirement before responding to the request.
Crisalix shall notify Client without undue delay upon Crisalix or any Subprocessor becoming aware of a Personal Data Breach affecting Client’s Personal Data, providing Client with sufficient information to allow him to meet any obligations to report or inform Data Subjects of the Personal Data Breach.
7. Data Protection Impact Assessment and Prior Consultation
Crisalix and its Affiliates shall provide reasonable assistance to Client with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Client reasonably considers to be required by article 35 or 36 GDPR or equivalent provisions of any other data protection applicable law, in each case solely in relation to processing of Client’s Personal Data by the Processors and taking into account the nature of the processing and information available.
8. International Personal Data Transfers
Some of the Affiliates may be, at any point of time, based in a third country that does not ensure an adequate level of protection according to Article 45 GDPR. In such cases Crisalix warrants and guaranties that appropriate safeguard measures will been taken in relation to each of such Affiliates, in particular that Crisalix has entered into the Standard Contractual Clauses with such Affiliates pursuant to Article 46 GDPR.
Crisalix warrants and represents that, before the commencement of any transfers to a Subprocessor which is not an Affiliate and is based in a third country that does not ensure an adequate level of protection according to Article 45 GDPR, Crisalix or the relevant Affiliate’s will enter into the Standard Contractual Clauses.
Crisalix may modify or supplement these Data Processing Terms, with notice to Client, (i) if required to do so by a supervisory authority or other government or regulatory entity, (ii) if necessary to comply with applicable data protection laws, (iii) to implement standard contractual clauses laid down by the European Commission, (iv) to adhere to an approved code of conduct or certification mechanism approved or certified pursuant to Articles 40, 42 and 43 GDPR, or (v) to adapt these Data Processing Terms to the extent to adapt the to the data processing performed from time to time.
If applicable laws and provisions relating to confidentiality as well as data protection impose any additional requirements on you and the handling of Personal Data by your contractors, you shall comply with such requirements and promptly inform Crisalix.