Terms of Use

Who we are. We are Digital Surgery Limited, a Medtronic company registered in England under company number 07546735. You can find us at Fourth Floor, 226-236 City Road, London, United Kingdom, EC1V 2QY. Other Medtronic companies are our “Affiliates”. Digital Surgery Limited and its parent(s), subsidiaries, and Affiliates, and its successors and assigns (together "Medtronic") may rely on these terms.

What we do. We operate the Touch Surgery™ website and mobile app, which are part of a software platform we provide for clinicians to upload, stream, store and manage surgical and medical videos, and access tools and content to help them analyse and improve their procedures (through training, education and reflection) (“Services”).

How these Terms work. These terms of use set out the terms on which we'll provide you with the Services (“Terms”). You will become legally bound by these Terms when you begin using the Services and become a “User”.

What terms apply to you. This SECTION A sets out our general terms and applies to all Users, including you. You are also subject to the additional terms in SECTION B and SECTION C if you fall within the definitions below. SECTION B sets out additional terms that apply to you if you are an “Enterprise User” who is using the Services pursuant to a separate agreement between us and your institution (such as a commercial, research or collaborative partnership). If you are an Enterprise User, you should also read any specific documents your institution provides you which apply to particular features of the Services, such as acceptable use policies, content standards, disclaimers and protocols. SECTION C sets out additional terms that apply to you if you are a “Non-Enterprise User” who is using the Services when, for example: (a) there is no separate agreement between us and your institution; (b) these Terms aren't mentioned in a separate agreement we have with your institution; (c) you are using the Services under a 30-day free evaluation of the enterprise services; and/or (d) you are using the Services as an independent contractor or vendor engaged by us, while attending an event or training centre run by us, or in a similar scenario.

What else you should read. These Terms incorporate additional, important documents which will apply to your use of the Services, and which may be updated from time to time. By using the Services, you also acknowledge and agree to our:

Changes. We may update these Terms at any time for any reason (such as for legal or regulatory reasons). We'll aim to inform you of any significant changes in advance via email or notifications within the Services. By continuing to use the Services, you agree to the updated Terms. If you don't wish to agree to the updated Terms, you should stop using the Services immediately.

Accessing the Services. We may provide the Services via a number of websites, platforms, apps, hardware devices and other online offerings (including the Touch Surgery™ website and mobile app).

Content of the Services. The Services may include access to video, audio, images, text (including message boards and blogs), widgets and other content (“Content”). Content may be created by us (“Our Content”) or it may be uploaded, streamed, or submitted by you or other Users (“User Content”).

Account registration. Some of the Services are only available to registered Users. To use these Services, you must complete our online registration process by providing information about you (“Registration Data”) and creating a password.

Your obligations. You must:

Our rights. We may:

Your obligations. You agree to use the Services in accordance with your institution's policies (where applicable). When using the Services, you must not:

We may monitor and investigate your access or use of the Services, however we aren't required to do so. We may involve law enforcement authorities as appropriate should you violate any of these Terms.

Accreditation and continuing learning. Some of Our Content may be identified as ‘accredited' by an accrediting organisation, which means that it may count towards fulfilling your continuing medical education, continuing professional development or other similar requirements. We may offer certificates to evidence your course completion, but it's ultimately your responsibility to maintain your own records of your development activities. While some of Our Content may be accredited from time to time, we don't guarantee that it will continue to be accredited and we don't have any obligation to provide accredited courses as part of Our Content.

Data charges. You understand that your use of the Services may involve transmitting significant amounts of data and that you are solely responsible for all data charges from your wireless carrier or internet service provider.

Submitting User Content.

Acceptable use. You must not use the Services to post, upload, stream, transmit, distribute, store, create or publish your User Content if it:

Your representations and warranties. You represent and warrant that:

Our IP. We, our Affiliates and our licensors own or control, and will continue to own or control, all intellectual property in the Services and Content, as well as our logo and other trademarks ("Our IP"). You must not remove any notices or credits posted on Our IP or any additional information they contain. All other trademarks, company names or logos mentioned in the Services are the property of their owners and cannot be used without their consent.

Your licence to use Our IP. Provided that you comply with these Terms, we grant you a limited, non-sublicensable, non-exclusive, revocable licence under Our IP to access and make use of the Services and copy (except if prohibited without a licence) or print portions of the Content for your informational, non-commercial and personal use only. No other implied licence or right is granted to you under these Terms. Except as to rights you may have in your own User Content, any other use of Our IP without our prior written consent, is strictly prohibited. If you use Our IP in an unauthorised way, your licence will terminate automatically and you may be in violation of applicable laws (such as copyright and trademark laws or communications regulations). Depending on which Services you are accessing, Our IP may include open-source software that is governed by separate license terms and is not subject to the use restrictions in these Terms. Please see the open-source notices referenced above for more information.

Your Feedback. If you provide us with any comments or suggestions on how we can improve the Services (“Feedback”), we will own such Feedback as part of our IP and you hereby assign to us any of your intellectual property rights therein. When you provide Feedback, you warrant, agree and acknowledge that:

Our licence to your User Content. In addition to any other rights we may have in your User Content, you grant us and our Affiliates a worldwide, unrestricted, unlimited, non-exclusive, royalty-free, irrevocable, perpetual, transferable, sub-licensable license and/or right to use your User Content to provide the Services to you and your designees.

Disclaimer. We provide the Services, Content and other information on an 'as is' basis, and make no representations, warranties or guarantees (express or implied) about the accuracy or completeness of the Services or Content, how up to date they are, their fitness for a particular purpose, or any particular outcome or result, or that any Medtronic products referenced or shown in the Content are available or approved for the indicated use in your region. We can't guarantee the uninterrupted access or availability of the Services or Content, or guarantee that it's free from errors, omissions, viruses or anything else which may have a harmful effect on any technology.

Registration Data. Whilst we do our best to prevent unauthorised access, we won't be responsible or liable for any harm relating to the theft or disclosure of your login details or Registration Data, or any other information you provide to us.

User Content. You acknowledge that your viewing or use of other users' User Content is at your own risk.

No reliance on Content. Content is provided for educational, research, and reference purposes only, and hasn't been endorsed or approved by any governmental body or medical association or organisation unless otherwise specified. Patients should not disregard or avoid professional medical advice because of any Content. Our Content is not designed or meant to be used as:

The surgical procedures depicted in the Content must not be performed by anyone who isn't medically qualified, registered and regulated by relevant authorities in their territory of practice to perform medical or surgical procedures. Medical professionals are responsible for their own clinical and surgical decisions and should not rely on the Services or Content in making them.

Third party contributions. The Services and Content may include contributions from third parties such as medical device manufacturers, hospital trusts or other medical and research institutions, societies, academic institutions or other commercial or research partners. We have no liability as to the accuracy, completeness or correctness of any contributions made by these third parties.

Third party sites. We may provide links to products, websites or other content from third parties (“Third Party Sites”) for your convenience and to be used at your own risk. We don't control the content of Third Party Sites or endorse them, and they will be governed by their own terms and policies which you should read.

Promotions. We may run advertisements or promotions from third parties using the Services. Your participation in any promotions with third parties is solely between you and that third party. We aren't responsible or liable for any loss you suffer connected with these promotions.

Regulatory. Notwithstanding our Privacy Notice, we might be required to share information from or about you with official bodies to fulfill our legal and regulatory obligations. We might also disclose such information (when necessary) in court proceedings.

Use of AI. Some aspects of the Services or Content may utilise machine learning or other artificial intelligence techniques to perform certain software functions or to conduct analysis of User Content.

General exclusions. We, our Affiliates and licensors, and our or their directors, members employees or agents won't be liable to you or any third party for:

Additional exclusions. In respect of the Services, Interactive Areas, Content or Third Party Sites, we, our Affiliates and licensors, also won't be liable for you for:

What's not excluded. Our liability is not limited or excluded for death or personal injury caused by our negligence or fraud, or any other liability which can't be limited or excluded by law.

Limitation of liability. Our total aggregate liability for all claims arising out of these Terms shall not exceed the amounts paid by you to us during the 12 months preceding the event which gave rise to the claim.

Indemnification. You agree to indemnify us, our Affiliates and our and their service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, partners and advertisers whose products, services or content features in Our Content) for any losses or liabilities incurred from actual or alleged claims relating to:

Linking to the Services. You can create a hyperlink to the Services for non-commercial purposes in a way that is fair, legal and doesn't damage our reputation. None of our logos, graphics, trademarks or any Content contained in the Services can be used in hyperlinks without our prior written consent. We can withdraw this permission at any time for any reason.

Export controls. The Services are subject to U.S. export controls restrictions, so we will not knowingly provide you with the Services if you are located in (or a resident or a national of) any country subject to a U.S. government embargo or trade sanction, or are on any of the U.S. government lists of restricted end users (such as the Specially Designated Nationals list).

Entire agreement. Unless otherwise stated in an agreement between us and your institution, these Terms (including the incorporated documents referenced above) constitute the entire agreement between you and us and supersede any prior agreements or negotiations.

No relationship. Nothing in these Terms creates any relationship of agency, partnership, or employment between you and us. Neither you nor we are authorised to enter into any commitment on behalf of the other, except as expressly set out in these Terms.

Rights of third parties. No parties outside these Terms shall have any right to enforce any of its provisions unless otherwise stated.

Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights or obligations without restriction.

No waiver. No delay or failure by either party to exercise any right or remedy available to them under or in connection with these Terms shall prevent the future exercise of any such right or remedy.

Invalidity. If any provision of these Terms is or becomes illegal, invalid, or unenforceable, the legality, validity, and enforceability of the rest of these Terms shall remain unaffected.

Applicable law. These Terms shall be governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any disputes in relation to it unless otherwise agreed upon between us and your institution. However, we may bring claims in your territory of domicile and may seek equitable relief (including injunctive relief or specific performance) in any jurisdiction.

In relation to your User Content, your institutions will be the data controller and we will process any Personal Data on their behalf in accordance with any data processing agreement in place.

It's your and your institution's responsibility to make sure that your submission of User Content is lawful and complies with all consents you've obtained.

If the User Content you are uploading or transmitting to the Services includes Personal Data relating to an individual other than yourself (for example, a patient), you agree to the data processing clauses located in Annex A of this document.

If any User Content or Personal Data you process through, including uploading or transmitting to, the Services includes Protected Health Information (PHI) as defined under the United States' Health Insurance Portability and Accountability Act of 1996 (including its amendments, regulations, and other sources of law), the Business Associate Agreement which will be or has been presented to you as part of Annex A will cover PHI processed using the Services to the extent a Business Associate Agreement would be required for that processing. For the purposes of that Business Associate Agreement, these Terms shall constitute the “Main Agreement” for Non-Enterprise Users.

"Personal Data" means information which can identify a living person, whether directly or indirectly if it's combined with other information. This includes an individual's name, identification number, location data or online identifier, pictures or images of the individual's face, or any other type of identifying information.

You grant Medtronic permission to de-identify, aggregate or otherwise anonymize User Content (such User Content then becomes ‘De-Identified User Content').

In relation to De-Identified User Content, you grant Medtronic a worldwide, unrestricted, unlimited, non-exclusive, royalty-free, irrevocable, perpetual, transferable, sub-licensable license and/or right to use your User Content in the following ways: to reproduce, modify, create derivative works from or otherwise use to create new and different works hereinafter devised; to view, display, publish, print, copy, translate, perform, redistribute, modify, transmit, distribute, transfer, stream, broadcast, or otherwise use in all types of media; and to develop or improve any of Medtronic's products and services and to support regulatory filings where applicable.

You waive all rights of publicity, personality, moral rights or any other rights of a similar nature in connection with the User Content, or any portion of it, including, without limitation, your name and likeness, or any advertising or publicity to the extent permitted by applicable laws.

You expressly release Medtronic from all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, trademark or copyright infringement, violation of moral rights, and rights to publicity, or personality, moral rights or any similar matter, or based upon or relating to the use of the User Content, to the extent permitted by applicable laws.

You agree that we, our Affiliates and licensors, won't be responsible or liable for any third party claims, liabilities or other actions arising from any use of your User Content, such as:

You either own or have the necessary rights to the User Content and/or are an authorised representative of the owner or licensor of the User Content to be uploaded, and are fully authorised to grant the rights and releases set forth in this Release and License Grant.

You have, at all times, complied with all applicable national, state and federal laws and rules directly or indirectly applicable that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of Personal Data.

You have obtained and maintained, in accordance with applicable laws, all necessary or advisable patient or other individual authorisations and consents to record, upload, stream use, process, retrieve, store, transmit or display User Content for educational, research, regulatory, product improvement and development, and any other purposes necessary or useful to Medtronic to provide the Services.

You have obtained all releases and licenses from any and all persons and entities that appear in, or whose logos, branding or other trade marks, designs or copyright materials appear in, any User Content you post, or that have any interest in any User Content you post.