CONDITIONS/CONTRACT FOR USE OF LICENCE(S) AND PRODUCT(S)

(2020 – 2021)

 

On the one hand:

Vision Brain S.L. is a Spanish company, with registered address in C/ PLAÇA MESTRE CLAVÉ, 6, 08902 L’Hospitalet de Llobregat (Barcelona – Spain), and Tax Id. No. B66615196, incorporated on 29 September 2015 before the Notary Public of Barcelona Xavier Roca Ferrer, protocol number 241, registered in the Companies Register of Barcelona Volume 45026 Folio 24 Sheet: 474647 Entry: 1st and represented by Enric Bach Cuadra with Spanish ID No.38.104.215-T and Email: info@brainvt.com  hereinafter THE LICENSOR.

 

And, on the other hand:

The interested customer, invoice holder, hereinafter THE CUSTOMER and/or THE LICENSEE, acknowledges himself as the legal representative of the company or professional, in both cases potential purchaser of the licence/s, declares that he represents and has legal capacity to enter into this agreement.

 

Both parties, THE LICENSOR and THE CUSTOMER and/or LICENSEE, mutually recognise each other’s legal capacity to enter into this agreement, hereinafter THE AGREEMENT, and by mutual or common agreement

 

STATE THE FOLLOWING:

  1. Payment of the corresponding licences shall imply acceptance of the conditions of use set out below.
  2. That Vision Brain is a Limited Company (S.L. in Spanish) that provides and distributes some services/software, by means of monthly licenses in favour of the client, and that this, is interested in contracting.
  3. VISION BRAIN, S.L. is the owner of the registered trademark BrainVT, software whose purpose is to improve the visual abilities of people/users/patients.
  4. The client is interested in the purchase of a service/s, to be provided by Vision Brain S.L., based on the experience and quality of the services offered by the latter.
  5. That, in accordance with all of the above, both parties are interested in formalising this agreement which is understood to be formalised and accepted by THE LICENSEE with the payment of the corresponding current and future invoices, all of which is in accordance with the Civil Code and other applicable Spanish legislation, and which shall be governed in accordance with the following clauses:

 

CLAUSES

 

FIRST – PURPOSE OF THE AGREEMENT

 

It constitutes the provision by Vision Brain to the Client of the following services:

 

  1. Provision of and access to the software contracted by the Customer
  2. In the case of purchasing BrainVT START / GOLD / VR / EDUCA / SPORT during the term of the licence it is entitled to:
    1. Access to the software for use from the computer with the licence, which shall be considered to have been signed and accepted upon the payment of the corresponding invoices (Start/Gold/VR/EDUCA/SPORT).
    2. Access to register new users/patients on the Start, Gold, Educa, or Sport platforms. Access to the sub-registration of users/patients who will have subscriptions for exclusive use at home (Start/Gold/Educa/Sport). The sub-registration or registration of users/patients will have a monthly cost for each active subscription (from the third (START) or fourth (Gold) or second in Educa). The cost of each subscription may vary depending on the date of purchase, volume of purchase, or current offer. The purchase of such subscriptions is made in different packs according to the number of subscriptions, and THE LICENSEE may administer them to its customers/patients as required, taking into consideration that their use does not expire, although such expiration is conditioned by THE LICENSEE being up to date with the payment of its financial obligations with THE LICENSOR.
    3. Possibility to work with the users/patients in consultation with the section “Parameterise”.
    4. Each subscription is equivalent to 1 possible calendar month of work for a given user. Subscriptions once assigned can NOT be unassigned.
    5. That the purchase of BrainVT Licenses are made solely and exclusively via the Internet, from the website https://www.brainvt.com (or the one designated by the LICENSOR during the term of use). Such purchase is made by downloading the software telematically via the INTERNET.
    6. That the CUSTOMER is aware of the requirements (indicated at the end of this document on page 7) for the operation of BRAINVT software (Hardware Features and Essential INTERNET Connection and its monthly recurring payments through PayPal).
    7. During the use of the LICENSE, which is valid on a monthly basis, and through the updates of the BrainVT software, the licensee will always have the latest version of the Software at his disposal.
    8. That the CUSTOMER may appoint as an authorised user Mr/Mrs/Ms Worker with knowledge of whom he/she designates and is responsible for his/her possible users/patients, hereinafter referred to as the CUSTOMER’S USER. That such designation is under the full responsibility of the CUSTOMER.
    9. None of our products come with hardware, but for its operation it requires hardware owned by THE LICENSEE, which must meet the conditions required by THE LICENSEE.
    10. THE LICENSOR is not responsible for breakdowns, incidents or loss of data occurring on equipment owned by THE LICENSEE or its patients.
    11. The cloud storage of THE LICENSOR’s and its patients’ data requires that the LICENSEE is up to date with its financial obligations to LICENSOR.

 

CONDITIONS:

FIRST: Use of the Licence:

 

In case of purchasing BrainVT START / GOLD / VR / EDUCA / SPORT during the term of the licence, THE LICENSEE is entitled to:

  • Access to the software for its use from the computer that has the licence, which shall be understood to be signed and agreed with the payment of the monthly invoices corresponding to the contracted licence (Start/Gold/VR/EDUCA/SPORT).
  • Access to register new users/patients on the Start, Gold, Educa, or Sport platforms.
  • Access to the sub-registration of users/patients who will have subscriptions for exclusive use at home (Start/Gold/Educa/Sport). The sub-registration or registration of users/patients will have a monthly cost for each active subscription (from the third (START) or fourth (Gold) or second in Educa). The cost of each subscription may vary depending on the date of purchase, volume of purchase, or current offer. The purchase of these subscriptions is made in different packs according to the number of subscriptions, and the LICENSEE may administer them to his/her clients/patients as required, taking into consideration that their use does not have an expiry date, PROVIDED that the LICENSEE is up to date with payment.
  • Possibility to work with the users/patients in consultation with the section “Parameterise”.
  • Each subscription is equivalent to 1 possible calendar month of work for a given user.

Once subscriptions have been assigned, they CANNOT be unassigned.

 

SECOND – AUTHORISATIONS.

 

THE LICENSEE, by accepting these conditions, also expressly authorises THE LICENSOR to use third party tools, hosted in the cloud or on third party servers, for the management of the application. The LICENSEE also declares that he/she is aware of the terms of use of such third party tools, and releases THE LICENSOR from any and all liability for the use of such third party tools.

Any incident or impediment that may occur in the use of third party tools, and for reasons beyond LICENSOR’s control.

The third party tools used by THE LICENCE are listed but not limited to:

  • Amazon (Servers, Web Hosting, Data, …)
  • Steam Platform – Steam VR (Virtual Reality)
  • Pay – Pal Platform (Payment System)
  • HTC VIVE Software – (Virtual Reality)
  • Unity (Development engine)

 

– …

 

THIRD – OBLIGATIONS OF THE LICENSEE.

 

As long as the licence(s) is/are in force, THE LICENSEE undertakes, in addition to the obligations arising from the nature of this contract and the law, to comply with the following obligations:

 

  1. When contracting the licence(s), THE LICENSEE shall provide true and correct data, and THE LICENSEE shall be responsible for the veracity of such data.
  2. To pay the LICENSOR the agreed amounts within the terms and in the manner foreseen and requested or provided in the contract.
  3. To notify LICENSOR of any change in its professional, payment or other information necessary for THE PARTIES.
  4. Given that the software is kept fully updated, THE LICENSEE undertakes the obligation to keep its equipment updated (hardware and software) at its own expense in order to access the platforms and the Licences contracted. In the event that this update condition is not fulfilled, THE LICENSEE shall not be entitled to make any claim against THE LICENSOR for the incorrect operation of the software.
  5. If due to voluntary or involuntary negligence of THE LICENSEE, the data or performances of THE LICENSEE or its patients are lost or damaged, the cost shall be borne by THE LICENSEE who shall not be entitled to claim any amount or compensation from THE LICENSOR.
  6. It is the LICENSEE’s obligation to train, if necessary, its personnel or patients in the use of the licence(s) contracted.

 

FOURTH: Non-exclusive and personal nature of the Licence

 

The licence is NON-EXCLUSIVE, the Licensor retaining the right to exploit and commercialise the software described and to grant new licences to third parties, without geographical, nationality or country limits, without the need for any communication to the Licensee, who for his part may not grant sub-licences or assign or transfer by any act or legal transaction whatsoever the rights deriving from these conditions of use, except for the sale of subscriptions determined for this purpose for use at home by the end user/patient.

The licensor may license the products, without being obliged to respect any distance between two LICENSEES.

 

In view of the above, the Licence granted to the Licensee holder of the corresponding invoice, LICENSEE USER, any change of location or relocation must be reliably communicated to LICENSOR.

 

FIFTH: Licence Fees

 

BrainVT START / GOLD / VR / EDUCA / SPORT/READING TEST:

 

The current official price, for any interested party for the use of the Licence:

 

  1. BRAINVT START: 119,00 €/ MONTH (includes 2 patient subscriptions per month NOT cumulative).
  2. BRAINVT GOLD: 149,00 €/MONTH (includes 3 patient subscriptions per month NOT cumulative).
  3. BRAINVT VR: 50,00 €/MONTH (includes 6 complete procedures with variants)
  4. BRAINVT EDUCA: 99,00 €/MONTH (Includes 2 patient subscriptions per month NOT cumulative).
  5. BRAINVT SPORT: 99,00 €/MONTH
  6. BRAINVT READING TEST: Android App (See prices and conditions at PLAY STORE for ANDROID)

 

All prices include the corresponding taxes and will be revised annually according to the corresponding indexes.

 

In addition, the licensee can purchase subscriptions from the website https://brainvt.com whose amount will be established according to the commercial offer that VISION BRAIN, S.L. offers at the time of purchase. These subscriptions do not expire, but cannot be used if the licensee is not up to date with the payment of the corresponding main license.

These subscriptions are intended for use of the software at home by a user/patient of the Licensee. Subscriptions are purchased in “packs” as detailed below (by way of example in packs and prices):

Subscriptions can be purchased online by following these steps:

  1. www.brainvt.com
  2. Log in as a company administrator or as a freelancer and go to the section

“Your subscriptions (Buy subscriptions):

Click on “Buy Subscriptions” and you will be directed to the options.

Or also to the button where you can add subscriptions

These prices are tax inclusive. We recommend the purchase by “credit card” and you will automatically have them in your account.

After making the purchase, you will have the invoice in the Invoices area to download.

 

SIXTH: Duration of the licence:

 

The duration of the licence is one MONTH and can be extended month by month on payment of the renewal fee.

If the Licensee/Customer is not up to date with the payment of the monthly renewal, he/she will automatically not be able to use any BrainVt product and the right of use will be terminated for him/her and his/her patients, without any right for THE LICENSEE to claim compensation for such circumstance from LICENSOR….

The NON-renewal of the licence will result in:

  1. The loss of the right to use the software in the practitioner’s office (patient registration, patient history and parameterisation).
  2. The professional will only be able to access his account through www.brainvt.com , to renew the licence, to have access to his personal account data and to his previous invoices.
  3. Loss of your patients’ access to the application from home, due to the online functioning of the application (each patient depends on his or her professional).

MINIMUM AND RECOMMENDED REQUIREMENTS

(Start, Gold, Educa, Sport) for WINDOWS system

MINIMUM AND RECOMMENDED REQUIREMENTS

(Gold) for ANDROID system

REQUIREMENTS FOR VIRTUAL REALITY – WINDOWS HTC VIVE PRO GOGGLES and a VR compatible PC:

 

SEVENTH – DATA PROTECTION.

 

The parties undertake to keep confidential the personal data of THE PARTIES to which they have had access as a result of the performance of this Agreement in proper compliance at all times with the provisions contained in the European Data Protection Regulation EU 2016/679 (GDPR) on the Protection of Personal Data and in any other regulations in force or which may be enacted in the future.

In accordance with the foregoing THE PARTIES are informed that their personal data will be incorporated and will be treated in the files owned by VISION BRAIN S.L. NIF/CIF: B-66615196 Register: Volume 45026 Folio 24 Page: 474647 Registration: 1 Address: C/ PLAÇA MESTRE CLAVÉ, 6 L’Hospitalet de Llobregat, Barcelona.

They are also informed of the possibility of exercising their rights of access, rectification, cancellation and opposition to their personal data, by writing to info@brainvt.com.

 

EIGHTH – PARTIAL NULLITY.

The nullity of any of the parts of this contract shall not imply the nullity of the remaining parts, which shall remain in force and in full force and effect. In the event that such a circumstance should occur, THE PARTIES agree to replace the same as soon as possible.

 

NINTH – LEVIES AND TAXES.

All taxes deriving from this contract shall be for the account of the person concerned, in accordance with the laws in force in Spain.

 

TENTH. – JURISDICTION.

For any discrepancy, interpretation or application of this contract, the parties submit to the jurisdiction and competence of the Courts and Tribunals of Barcelona, and for any matters not provided for in this contract, the provisions of the Civil Code and other Spanish legislation shall apply.

THE PARTIES agree and consent to the contents of this contract which shall be deemed accepted upon payment of the invoices duly issued by THE LICENSOR.