RAYPRO – TERMS OF USE AND DATA-SHARING AGREEMENT

RayPRO is owned and administered by Rayner Intraocular Lenses Limited. These terms of use (the RayPRO Terms) contain important information and set out your rights and responsibilities as a user of RayPRO. It is important that you read and understand these RayPRO Terms.

  1. Who we are and what the RayPRO Terms do

Rayner Intraocular Lenses Limited (collectively referred to as “Rayner”, “we”, “us” or “our” in these RayPRO Terms) of 10 Dominion Way, Worthing, West Sussex BN14 8AQ United Kingdom, license you to use:

  • RayPRO mobile application software, the data supplied with the software, and any updates or supplements to it (App).
  • The RayPRO platform hosted at raypro.rayner.com (App Site).
  • The related electronic documentation (Documentation).
  • The service you connect to via the App and the App Site and the content we provide to you through it (Services).

(together the RayPRO Services) as permitted in these terms.

The RayPRO Terms are legally binding and set out the rights and obligations of Rayner and you the user, in relation to your use of the RayPRO Services and the sharing of patient data in connection to the RayPRO Services. By accessing or using the RayPRO Services you agree to be bound by the RayPRO Terms. Users must be 18 or over to use the RayPRO Services and accept the RayPRO Terms.

Rayner may amend the RayPRO Terms from time to time. Any changes we make will be effective after notice of change is provided to you either by a posting on the App Site or by email. Your use of the RayPRO Services after notice is provided to you will be deemed an acceptance by you of such changes. If you object to any such changes you must notify us prior to such changes coming into effect and you must stop using the RayPRO Services from the date on which the changes take effect.

If you access or use the RayPRO Services on behalf of a company or other entity, you represent that you have authority to bind such entity and its affiliates to the RayPRO Terms and that they are fully binding on them. In such case, the term “you” will refer to such entity and its affiliates. If you do not have authority, you may not access or use the RayPRO Services. The RayPRO Terms contain data-sharing provisions, disclaimers of warranties and limitations on liability that may be applicable to you.

It is your responsibility to ensure that you know of, read and understand any changes to the RayPRO Terms. If you disagree with the RayPRO Terms, or you are dissatisfied with any aspect of the RayPRO Services, your sole and exclusive remedy is to immediately discontinue your use of the RayPRO Services.

  1. Rayner Products and Medical Advice

Nothing contained in the RayPRO Services is intended to offer medical advice for the treatment of any illness or disease or to be a substitute for professional medical advice, diagnosis or treatment.

Nothing presented on the RayPRO Services is intended to give instruction or guidance on the use of any Rayner products. You must refer to the product labelling and Instructions for Use in all cases.

  1. Medical Device Regulation

Rayner products are medical devices used by healthcare professionals in the treatment of eye conditions. The supply and use of our products is regulated by government agencies in every country to which we supply them.

The RayPRO Services may contain information about products which may not be available in and/or approved for use in your country. Nothing in the RayPRO Services should be taken by you to promote any Rayner product or to promote any use of a Rayner product which is not authorised by the laws of your country.  Questions on the availability and approved use or our products should be directed to your local Rayner approved distributor or direct to us.

  1. Your privacy and RayPRO Services Registration

We only use any personal data we collect through your use of the RayPRO Services in the ways set out in the RayPRO End-User Privacy Policy.

By using the App or any of the Services, you agree to us collecting and using technical information about the devices you use the App on and related software, hardware and peripherals to improve our products and to provide any Services to you.

Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

Once registered as a RayPRO Services user, you become fully responsible for all access, use and activity on your account and with your password. You are solely responsible for maintaining the confidentiality of your account and password and you agree that you will not transfer your account or password, or permit either to be used by anyone who is not you, save with our prior consent. As a RayPRO user you accept sole responsibility for the accuracy of data entered into RayPRO.

  1. RayPRO Patient Registration

Patient details are uploaded onto the RayPRO platform based on the provision of informed consent freely given by patients to their healthcare professionals. As a RayPRO user, you are responsible for obtaining and confirming such consent before registering your patient’s details on the RayPRO platform.

You therefore warrant and represent that such consent will be obtained in accordance with both the RayPRO Patient Privacy Policy and any applicable data privacy laws, for every patient registration. This requires each patient to be informed of the data to be shared, the purpose of such sharing and the legal basis of such purpose. You agree to indemnify Rayner against any losses it may incur in connection with your failure to obtain necessary consents.

Notice for US Users: It is your responsibility to obtain an applicable patient authorisation from patients to ensure consent to disclose, use and share patients’ individually identifiable health information under applicable federal and/or state laws including (but not limited to) the Health Insurance Portability and Accountability Act of 1996.

  1. Data-Sharing

The following provisions govern the data-sharing aspects of the RayPRO Services and the corresponding obligations of you and Rayner in relation to the personal data of patients.

Shared Personal Data and Agreed Purpose. As set out in the RayPRO Patient Privacy Policy, the following types of personal data of patients will be shared between you and Rayner, through your use of the RayPRO Services:

  • Patient Identity Data: first name, last name, patient ID, year of birth, gender, language spoken.
  • Patient Contact Data: email address.
  • Patient Health Data: basic information on your eye surgery namely hospital, date of surgery, operated eye (R / L), intraocular lens used (model and power), whether surgery provided for blended vision (Y / N) and whether surgery was complex (Y / N).

together the Shared Personal Data.

In accordance with the RayPRO Patient Privacy Policy, you and Rayner agree to only process Shared Personal Data for the purposes of:

  • Registering patients onto the RayPRO platform;
  • To manage the relationship with the patient and notify of changes to the RayPRO Patient Privacy Policy;
  • To issue questionnaires to the patient and record their responses;
  • Aggregated and anonymised Patient Health Data may be used for research and development, clinical use, white papers and marketing claims;
  • For troubleshooting, data analysis and system testing;

together the Agreed Purposes.

Quality and Accuracy. On provision of Shared Personal Data, you warrant and undertake that you have obtained requisite consent and are accordingly entitled to provide the Shared Personal Data to us. You confirm that such Shared Personal Data is / will be accurate.

Compliance with data protection laws. Each Party must ensure compliance with applicable national data protection laws at all times during the operation of the RayPRO Terms. In particular, each party shall ensure that it processes the Shared Personal Data fairly, transparently and lawfully.

Personal data breaches and reporting procedures. Both you and Rayner shall comply with the respective obligations to report a personal data breach to the appropriate supervisory authority and (where applicable) data subjects under Article 33 of the GDPR.  Both parties agree to provide such reasonable assistance as is necessary to facilitate the handling of any personal data breach in an expeditious and compliant manner.

Data subjects’ rights. The parties each agree to provide such assistance as is reasonably required to enable the other party to comply with requests from data subjects to exercise their rights under relevant data protection legislation within the time limits imposed by such data protection legislation.

Resolution of disputes with data subjects or the supervisory authority. In the event of a dispute or claim brought by a data subject or the supervisory authority concerning the processing of Shared Personal Data against either or both parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.

  1. How you may use the App, including how many devices you may use it on

Access to the RayPRO Services is currently free of charge to Rayner customers. The RayPRO Services are provided for use by healthcare professionals.

In return for your agreeing to comply with these terms you may:

  • download a copy of the App and view, use and display the App and the Service on such devices for your personal professional purposes only.
  • use any Documentation to support your permitted use of the RayPRO Services.
  • receive and use any free supplementary software code or update of the App incorporating “patches” and corrections of errors as we may provide to you.
  1. Licence restrictions

We may suspend or immediately terminate your use of the RayPRO Services if, in our view, you are misusing it or if you are in breach of any of these RayPRO Terms including, without limitation, those relating to the prohibited uses set out below.

You agree that you will:

  • not rent, lease, sub-license, loan, provide, or otherwise make available, any part of the RayPRO Services in any form, in whole or in part to any person without prior written consent from us;
  • not copy the App, Documentation or Services, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
  • not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these terms;
  • not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited (Permitted Objective), and provided that the information obtained by you during such activities:
  • is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
  • is not used to create any software that is substantially similar in its expression to the App;
  • is kept secure; and
  • is used only for the Permitted Objective;
  • comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

We reserve the right at our discretion to restrict a user’s usage of the RayPRO Services either temporarily or permanently, or refuse a user’s registration.

  1. Acceptable use restrictions

You must not:

  • use the RayPRO Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by registering false entities or by hacking into or inserting malicious code, such as viruses, or harmful data, into the RayPRO Service or any operating system;
  • infringe our intellectual property rights or those of any third party in relation to your use of the RayPRO Services, including by the submission of any material (to the extent that such use is not licensed by these terms);
  • transmit any material that is defamatory, offensive or otherwise objectionable (as determined by us in our sole discretion) in relation to your use of the RayPRO Services;
  • use the RayPRO Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
  • collect or harvest any information or data from any part of the RayPRO Service or our systems or attempt to decipher any transmissions to or from the servers running any part of the RayPRO Service.
  1. Intellectual property rights

All intellectual property rights in the RayPRO Services throughout the world belong to us and the rights in the App and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, any part of the RayPRO Services, other than the right to use them in accordance with these RayPRO Terms.

Rayner, Rayner Surgical, Rayner & Keeler and Rayner Intraocular Lenses are names or trading names of companies within the Rayner group of companies. Rayner, RayPRO, RayOne, Sulcoflex and the Rayner logo are trade marks and/or service marks of Rayner. Nothing in these RayPRO Terms gives you any right to use any Rayner trade mark, service mark, logo and/or trade name.

  1. Our responsibility for loss or damage suffered by you

The RayPRO Services and its contents and services, are provided to you free of charge. Rayner expressly excludes any and all liability for any of the following:

  • Any failure by Rayner to ensure that it does not breach the intellectual property rights of any third party;
  • Fraud, error or omission by any user of the RayPRO Services;
  • Any link on the RayPRO Services to or from any other website or part of the Internet;
  • Loss or damage caused by delay or errors in or the downtime of the RayPRO Services or resulting from failed operation of the Internet.
  • Any failure by a user to enter accurate data or to obtain prior consent to the entry of third party personal data.

Nothing in these RayPRO Terms is intended to limit or exclude any liability of Rayner where and to the extent that applicable law prohibits such exclusion or limitation. The statutory rights of consumers using the RayPRO Services are unaffected.

Rayner is not responsible or liable for any incidental, consequential, special, exemplary, punitive or other damages under any contract, negligence, or strict liability arising out of or relating in any way to the RayPRO Services, their use, functionality and/or content.

The App and the Services are provided for general information purposes only. They do not offer advice on which you should rely. You must use your own professional judgment before taking, or refraining from, any action on the basis of information obtained from the RayPRO Services. Although we make reasonable efforts to update the information provided by the RayPRO Services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

You assume total responsibility and risk for your use of the RayPRO Services and any service provided under it, and any reliance you place on it or the information or material contained in it.

Rayner’s maximum aggregate liability to you pursuant to these terms shall not exceed the greater of either (a) £100 or (b) the amount of any fees paid by you to Rayner in respect of the RayPRO Services in the 12 month period prior to the date of claim.

  1. Indemnity

You agree to indemnify and hold Rayner and its subsidiaries, affiliates, officers, agents, representatives, employees, partners and licensors harmless from any claim or demand made by any third party due to or arising out of your use of the RayPRO Services, your breach of the RayPRO Terms, your violation of any data protection or privacy laws or your violation of any rights of another person or entity.

  1. We may end your rights to use the App and the Services if you break these terms

We may stop your access to and use of the RayPRO Services immediately in the event that we determine, in our sole discretion, that you have breached these RayPRO Terms. If we end your rights to use the RayPRO Services:

  • You must stop all activities authorised by these terms, including your use of the RayPRO Services.
  • You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.
  1. General

Assignment. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You may only transfer your rights or your obligations under these terms to another person if we agree in writing.

Entire agreement. These RayPRO Terms constitutes the entire agreement between you and Rayner with respect to your use of the RayPRO Services.

No rights for third parties. These RayPRO Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

No partnership or agency. Nothing in these RayPRO Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these RayPRO Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

Changes to the RayPRO Terms. We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. We will give you at least 15 days’ notice of any change by sending you an email with details of the change or notifying you of a change when you next start the App. If you do not accept the notified changes you will not be permitted to continue to use RayPRO Services.

Updates to the RayPRO Services. We may, at any time and without prior notice, change or eliminate any component of the RayPRO Services. From time to time we may automatically update the RayPRO Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Accordingly, we may ask you to update the App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the RayPRO Services.

We are not responsible for events outside our control. If our provision of the RayPRO Services or support for the RayPRO Services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your agreement with us.

Even if we delay in enforcing this contract, we can still enforce it later. Even if we delay in enforcing provisions of the RayPRO Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

English language applies. The RayPRO Terms are drafted in the English language. If they are translated into any other language, the English language version shall prevail. Any notice given under or in connection with these terms shall be in English. All other documents provided under or in connection with these terms shall be in English, or accompanied by a certified English translation.

Which laws apply to this contract and where you may bring legal proceedings. You choose to access and use the RayPRO Services at your own risk. You are responsible for compliance with any local laws applicable to you. These RayPRO Terms and all contractual and other relationships which arise out of the RayPRO Services are governed by the laws of England. You submit to the exclusive jurisdiction of the English Courts where any dispute arises out of or in connection with these RayPRO Terms and/or your use of the RayPRO Services.