General Terms and Conditions of Use for the Virtual Proctor Video Learning Platform

1. Scope and contractual partners

1.1 These General Terms and Conditions of Use apply to the web-based Virtual Proctor video learning platform ("platform") which is used by authorized users only.

1.2 The contractual partner and provider of the platform is

MDA – Medical Decision Alliance GmbH
Markt 8, 04109 Leipzig, Germany

("Provider").

1.3 Authorized users within the meaning of these General Terms and Conditions of Use are exclusively persons who have been designated as authorized persons by the respective licensee who has been granted access to the platform under a license agreement for the use of the platform (VP users).

1.4 Third parties who do not belong to this group of authorized users are excluded from use.

1.5 Upon registration and use of the platform by the user, a user agreement in accordance with these General Terms and Conditions of Use is concluded between the user and the provider.

1.6 Any deviating terms and conditions of the user (if any) shall not apply. The user accepts these General Terms and Conditions of Use as binding by agreeing to them when registering on the platform.

2. Registration and user account

2.1 Access requirements and registration

The use of the video learning platform requires registration and creation of a personal user account. Registration is only possible for individuals who have been designated as authorized users by the respective licensee. There is no entitlement to registration; the provider may reject registration requests from individual people, in particular if they do not belong to the authorized user group or have violated the General Terms and Conditions of Use in the past. Registration is carried out by the licensee providing the provider with the authorized user's details (name and work email address). The provider then sets up an individual user account for each designated user. The user receives an invitation or activation email with a link from the provider. By clicking on this link, the user can activate their account, assign a personal password and complete the registration process.

Upon completion of registration and initial login, the user accepts these General Terms and Conditions of Use.

The user warrants that all information provided during registration are true and complete and that any changes to their data will be updated immediately in their user account.

2.2 Personal user account and login data

2.2.1 Each user receives personal login data (user ID and password) for their account. The user account and login data are highly personal and may only be used by the registered user themselves. Passing on login data to other individuals – whether colleagues, family members or other third parties – is strictly prohibited. The user may not allow third parties to use their account in any other way.

2.2.2 The user is obliged to keep their password secret and to protect it from unauthorized access by third parties. The user must reset the password with the password reset function if it has become known to third parties.

2.2.3 Passwords must meet the technical security requirements of the platform (minimum length of 8 characters, combination of capital and small letters, numbers, special characters). The provider recommends using a password that has not yet been used for other services and accounts and not reusing the password used for the platform for other services.

2.3 Misuse and security of the account

2.3.1 The user is responsible for all activities carried out using their login data. If the user discovers or suspects misuse of their user account (e.g. unauthorized access or suspected theft/hacking of the password), they must immediately change their password and inform the provider (e.g. by email or via a support hotline provided by the provider). In the event of suspected misuse or a threat to account security, the provider is entitled to temporarily block the user account in question until the matter has been clarified, or security has been restored.

2.3.2 Access to the platform is only permitted if the user is of legal age. The provider may make use of the platform subject to further conditions (e.g. employment with the licensee, existing technical equipment, etc.).

3. Subject matter of the platform and right of use

3.1 Service description

3.1.1 The provider offers an online streaming service for medical education and training via its video learning platform. The platform offers various modules, including video recordings of real surgical operations with explanatory commentary and related case data. This content is intended solely for educational and training purposes. The videos provided are pseudonymized and anonymized in accordance with data protection regulations, so that no conclusions can be drawn about the identity of patients or people involved. Any attempt to bypass this pseudonymization and determine the identity of the patients is strictly prohibited for the user.

3.1.2 The specific scope of the content that can be accessed depends on the license purchased by the licensee. The user is granted access to the module(s) licensed by the licensee and the videos and other learning materials contained therein within the scope of their user account. Access to unlicensed content/modules is not part of this contract. The user is not permitted to access or attempt to access other content/modules by bypassing the existing security mechanisms if this is contrary to the provisions of the underlying license agreement.

3.1.3 The platform is used via Internet-enabled devices (e.g. PCs, laptops, tablets) using a current web browser. The video content is provided via streaming, which means that an Internet connection is required.

3.2 Granting of rights of use

3.2.1 Upon effective registration and activation, the user is granted the right to access the training content of the video learning platform that has been activated for them and to use it within the scope described below. The provider grants the user a simple (non-exclusive), personal and non-transferable right of use to the content provided on the platform, limited to the duration of the authorization (see section 7).

3.2.2 This right of use entitles the user to use the available video recordings and materials exclusively for their own individual training purposes. Any use beyond this is not permitted unless expressly permitted in these General Terms and Conditions of Use or by law.

3.2.3 It is hereby clarified that no ownership or exploitation rights to the content are transferred to the user. All copyrights, ancillary copyrights and other intellectual property rights to the videos, comments, images, data and other content on the platform remain with the provider or its licensors. The user merely acquires the right to search/research the content made available at the provider's discretion according to specific criteria permitted by the provider, to view it via streaming and to use it to the extent permitted by these General Terms and Conditions of Use.

3.2.4 Remuneration for the use of the platform by the user is not payable directly by the user to the provider; rather, access is granted within the scope of the license acquired by the licensee. Any terms of payment (e.g. license fees) are regulated in the separate contract between the provider and the licensee.

4. Obligations of the user and prohibited actions

4.1 The user is aware that the material provided on the platform is protected by copyright and, where applicable, data protection laws. The user therefore undertakes to use the content only to the extent permitted and to refrain from any misuse. In particular, the following prohibitions apply:

4.1.1 The user is prohibited from passing on the video content, account login data or other materials from the platform to third parties or from allowing third parties access to them. Unauthorized persons (in particular persons who have not been designated as users by the licensee) may not be granted access to the platform or its content. Likewise, the content of the platform (videos, comments, etc.) may not be shared with persons who are not authorized users themselves.

4.1.2 Users are prohibited from recording, downloading or permanently storing the video recordings or other content (even in part). Permanent reproduction of the videos – e.g. by recording, downloading or taking screenshots – is prohibited. Only temporary caching in the working memory is permitted, insofar as this is technically necessary for streaming. Further reproduction is not permitted, unless mandatory exceptions under copyright law apply.

4.1.3 The user is prohibited from editing, modifying, translating or otherwise redesigning the content without the prior written consent of the provider, insofar as this goes beyond adjustments for personal use for training purposes. In particular, no changes may be made that violate moral rights or remove markings. Copyright notices, logos, copyright notices or other markings of the provider may not be removed, obscured or altered.

4.1.4 The user is prohibited from using the content provided for purposes other than personal training. In particular, any use of the videos and other content for actual medical treatment of patients is prohibited. Furthermore, the content may not be used for commercial purposes (such as distribution for a fee, commercial training events, etc.) or for public screenings. Use of the videos for patient education or treatment is not covered by the training purpose and is prohibited.

4.1.5 The user is prohibited from making the content of the platform publicly available or publishing it. The user may not upload or distribute videos or content on public websites, social media, video platforms or other media accessible to the general public. Any form of presentation of the content to an audience outside the authorized user group is also prohibited.

4.1.6 The user is not permitted to grant sub-licenses to the content or to transfer the rights granted to them to third parties. The user agreement and access authorization are personal and non-transferable (see section 2.2.1).

4.1.7 Although all video recordings are pseudonymized/anonymized, it is prohibited to deliberately attempt to determine the identity of patients or persons involved. Any attempts to circumvent anonymization or identify persons and cases constitute a serious violation of these General Terms and Conditions of Use.

4.1.8 Actions aimed at compromising the security, integrity or availability of the platform are prohibited. In particular, users may not spy on the platform's data, circumvent security or copy protection mechanisms, introduce malicious software (viruses, Trojans, etc.) or misuse any of the platform's functions to gain unauthorized access or disrupt the platform's functionality.

4.2 The above list is not exhaustive. Any use of the service that is unlawful or violates the principles of good faith within the scope of the user relationship is prohibited. In the event of an unclear use, the user must contact the provider in case of doubt to obtain permission.

4.3 The user also undertakes to maintain the confidentiality of the platform content. If, in the course of use, the user becomes aware of confidential information belonging to the provider or the licensee (including, but not limited to, medical case data, non-public content or technical information relating to the platform), they must maintain confidentiality towards third parties, unless there is a legal obligation to disclose such information.

4.4 User-generated content

4.4.1 The following provisions apply to all content that users create, upload or make available on the platform, in particular free text entries in reviews and ratings, comments, profile pictures and other uploads.

4.4.2 The user undertakes to provide only lawful content. In particular, content that:

a) violates criminal laws (in particular incitement to hatred, insults, defamation, slander, threats) or incites violence, hatred or discrimination;

b) violates personal rights, image rights or data protection rights of third parties or discloses personal data without authorisation;

c) infringes copyrights, trademark rights or other intellectual property rights of third parties;

d) is pornographic, obscene, glorifies violence, is harmful to minors or violates hu-man dignity;

e) contains untrue factual claims, spam, unsolicited advertising or misleading in-formation;

f) contain malware or endanger the security of the platform;

g) violate public decency, competition law or other legal provisions.

The above list is not exhaustive. Any content that violates applicable law, the rights of third parties or these Terms of Use is prohibited.

4.4.3 The user bears sole responsibility for their content and warrants that it is lawful, does not violate the rights of third parties and that they have all the necessary rights. By posting content, the user grants the provider a simple, free, temporally and spatially unrestricted right of use, insofar as this is necessary for the operation of the platform.

4.4.4 The user indemnifies the provider against all claims asserted by third parties in relation to the content provided by the user, including reasonable legal defence costs. The in-demnification does not apply if the user is not responsible for the infringement.

4.4.5 The provider does not adopt user-generated content as its own and accepts no respon-sibility for its accuracy, legality or quality. Responsibility lies solely with the respective user. The provider is not obliged to check user-generated content or actively search for illegal content. There is no general obligation to monitor. The provider is not liable for damage caused by user-generated content of other users, unless it has become aware of the illegality and has not immediately removed or blocked the content.

4.4.6 The provider is entitled to check, edit, block or delete user-generated content at any time without prior notice, in particular in the event of violations of these terms of use or applicable law, in the event of reports by third parties or official orders. Users have no right to the publication or maintenance of their content. The user concerned will be informed of any blocking or deletion if possible.

4.4.7 In the event of violations of these regulations, the provider may, at its discretion, take the following measures: warning, temporary restriction of functions (e.g. comment or rating function), temporary or permanent account blocking, and extraordinary termina-tion of the user agreement. The choice of measure depends on the severity and fre-quency of the violation. Claims for damages remain unaffected.

4.4.8 Users can report illegal content or content that violates these Terms of Use via the platform's reporting function or by email. The provider will review reports and decide on further action at its discretion. Sanctions may be imposed in the event of abusive re-ports.

5. Availability and technical requirements

5.1 The provider is committed endeavors to keep the video learning platform available around the clock (24/7) 7 days a week. However, no guarantee is given for uninter-rupted availability. Planned maintenance work or updates that could cause temporary unavailability will be announced by the provider at least 48 hours in advance via the platform or by notification, if possible.

5.2 In the event of unforeseen disruptions or technical problems (e.g. server failures, force majeure), the provider is committed to remedy the problem as quickly as possible. However, the user has no right to completely uninterrupted availability. Short-term outages or restrictions – unless caused by the provider intentionally or through gross negligence – do not justify any claims by the user (such as compensation or reduction).

5.3 Use of the platform requires the user to have suitable hardware and an internet connection. The system requirements (e.g. supported browsers, necessary bandwidth, any required software plug-ins) will be announced by the provider on the website or in the help documentation, as applicable. It is the user's responsibility to ensure that their device and internet connection meet the requirements.

5.4 The streaming quality of the videos may vary depending on the available bandwidth and the performance of the end device. The provider does not guarantee a specific image or sound quality for the videos played, as this depends significantly on factors beyond the provider's control (e.g. the user's network connection).

5.5 Any connection costs (in particular the user's internet fees) are not part of the user relationship with the provider and must be borne by the user.

6. Disclaimer and liability

6.1 The content available for use by the user within the platform (videos, comments, accompanying information) is determined and specified exclusively by the provider and may be changed or deleted by the provider at any time. There is no entitlement to the provision or permanent availability of specific content.

6.2 The content provided on the platform is created by the provider with professional care and to the best of his knowledge. Nevertheless, the provider does not guarantee that the content is complete, up to date or error-free. In particular, the videos and explanations represent general training material; they cannot cover every individual case and do not replace practical guidance or medical decisions in individual cases. The provider does not guarantee a specific learning outcome or the achievement of a specific level of training through use of the platform.

6.3 The use of the content is at the user's own risk. The provider does not guarantee that the knowledge conveyed will always lead to the desired success in practical application or that errors in the content will be corrected. If the user makes decisions or takes actions in real clinical practice that are (also) based on the content provided on the platform, this is done at their own responsibility. The provider is not liable for direct or indirect damages resulting from a user applying or (mis)interpreting the content of the platform in medical practice.

6.4 The provider shall only be liable for damages incurred by the user without limitation if they were caused by intent or gross negligence on the part of the provider or its legal representatives or vicarious agents. In the case of simple (including slight) negligence, the provider shall only be liable – except in the case of injury to life, limb or health – if a material contractual obligation has been breached. Essential contractual obligations in this sense are those obligations whose fulfilment is essential for the proper execution of the user agreement and on whose compliance the user may regularly rely (so-called cardinal obligations). In these cases, the provider's liability is limited to the amount of damage typical for the contract and foreseeable at the time of conclusion of the contract.

6.5 Any further liability of the provider for damages – regardless of the legal basis – is excluded. The above limitations of liability also apply in favor of the provider's legal representatives, employees and vicarious agents.

6.6 Insofar as the provider's liability is excluded or limited, this does not apply to claims under the Product Liability Act and in the event of the provider assuming express guarantees. Mandatory statutory liability provisions also remain unaffected.

6.7 The user is liable to the provider – jointly and severally with the licensee, if applicable – in accordance with the statutory provisions for all damages resulting from a culpable violation of these General Terms and Conditions of Use. If the user violates the obligations specified in Section 4 or commits any other misuse of the platform, they are obliged to compensate the provider for the resulting damage. If the provider is held liable by third parties (including the licensee or patients) due to such a violation for which the user is responsible, the user shall indemnify the provider against all claims in this respect and shall bear the costs incurred as a result in accordance with the statutory provisions. This shall not apply if the user proves that they are not at fault for the breach.

7. Term, termination of the right of use

7.1 Duration of the right of use

7.1.1 The license agreement between the user and the provider is concluded for an indefinite period, but is limited to the duration of the underlying license agreement of the licensee. Specifically, the individual user's right of use begins when their account is activated and ends automatically, without the need for termination, as soon as the license between the provider and the licensee ends; if the license between the provider and the licensee is extended, the user's right of use shall also be revived/continue for the new term, subject to the provisions in section 7.1.2 below.

7.1.2 Furthermore, a user's right of use shall automatically end if the user is no longer an employee of the licensee (e.g. leaving the hospital/company) or if the licensee no longer considers the user to be an authorized user, which the licensee is free to decide at any time. The licensee is obliged to inform the provider of such changes (e.g. personnel changes) without delay so that the relevant user accounts can be deactivated (see license agreement). The user themselves are also required to refrain from accessing platform content as soon as they are no longer authorized to do so (e.g. because employment relationship has ended).

7.2 Termination and blocking for good cause

7.2.1 The right to terminate the user agreement for good cause remains unaffected. In particular, the provider is entitled to terminate the user agreement with a user at any time without notice or to immediately block or delete the user account if the user seriously or repeatedly violates these General Terms and Conditions of Use. An important reason for the provider is, in particular, a violation of the prohibitions specified in Section 4 (e.g. unauthorized disclosure or storage of videos, unauthorized disclosure of access data, hacker attacks on the platform, attempts to re-identify patients, etc.). However, any other significant violation or continued disregard of obligations after a prior warning may also lead to immediate suspension.

7.2.2 In the event of suspension/termination for good cause, the provider is entitled to permanently exclude the user from using the platform. Any existing claims by the provider (e.g. claims for damages due to infringement of rights or these General Terms and Conditions of Use) remain unaffected.

7.3 Discontinuation of the service

The provider reserves the right to discontinue operation of the video learning platform altogether or to replace it with a functionally equivalent service. In such a case, the user will be informed in advance, if possible. The user shall have no claims due to discontinuation of the service if the licensee has already been compensated or informed accordingly by the provider.

8. Changes to these General Terms and Conditions of Use

8.1 The provider reserves the right to adapt or change these General Terms and Conditions of Use if this is necessary for objective reasons (e.g. changes in the legal situation, extensions to the platform's functionalities or closing of regulatory gaps). The user will be notified of any changes to the General Terms and Conditions of Use in writing (e.g. by email to the address registered in the user account).

8.2 The user has the right to object to a change in the General Terms and Conditions of Use within four weeks of receiving notification of the change. The provider will expressly point this out in the notification. If the user objects within the deadline, the original terms and conditions will continue to apply to them. If the user does not object within the deadline and continues to use the platform, the changes are deemed to have been accepted upon expiry of the deadline and become part of the user relationship.

8.3 Changes that have no effect on the rights or obligations of the user (e.g. editorial corrections, updating of contact information) may be made without a separate change procedure.

9. Final provisions

9.1 The protection of personal data is of great importance to the provider. The provider collects, processes and uses the user's personal data (such as name, contact details, usage activities) exclusively within the framework of the relevant data protection laws and to the extent necessary for the provision of the platform and the execution of the contract, or if the user has consented to the collection and processing of their data. For more information on data processing, please refer to the provider's privacy policy. By using the platform, the user declares that they have taken note of the data usage described therein.

9.2 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). If the user concludes the agreement as a consumer within the meaning of Section 13 of the German Civil Code (BGB) (i.e. predominantly for private purposes and not in the exercise of his professional activity – which is generally not the case here), mandatory consumer protection regulations of the country in which the user has his habitual residence remain unaffected by this choice of law.

9.3 To the extent permitted by law, the place of jurisdiction for all disputes arising from or in connection with these General Term and Conditions of Use shall be the registered office of the provider. If the user does not have a general place of jurisdiction in Germany or moves his place of residence abroad after conclusion of the contract, the place of jurisdiction shall also be the registered office of the provider. In all other respects, the statutory provisions on the place of jurisdiction shall apply. For consumers, the statutory provisions on the jurisdiction of the courts shall remain in force.

9.4 Should individual provisions of these General Terms and Conditions of Use be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the economic purpose of the original provision. The same applies to any loopholes in the provisions. In case of doubt, a missing provision shall be replaced by the statutory provision that corresponds to the presumed intention of the parties.

9.5 The provider does not participate in dispute resolution proceedings before a consumer arbitration board. Note in accordance with EU Regulation No. 524/2013: Consumers have the option of settling disputes via the EU's online dispute resolution platform ("ODR platform"): http://www.ec.europa.eu/consumers/odr. This note is for your information only.

9.6 Status of these General Terms and Conditions of Use: September 2025.

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