Terms and Conditions of Sale and Use of the Nabla

Version from / last update on: Sept 10th, 2024

The present terms and conditions, together with the Data Protection Agreement (hereinafter referred to as the “Agreement”) form a contract (hereinafter referred to as the “Contract”) between NABLA Technologies, a simplified joint stock company with a capital of €159,010.44, whose registered office is located at 22 rue Chapon 75003 Paris, registered with the Paris Trade and Companies Registry under number 838 878 155, represented by Delphine Groll in her capacity as General Manager, (hereinafter referred to as "NABLA") and you (hereinafter referred to as the "CLIENT") for any use of our Solution. NABLA and the CLIENT are together hereinafter referred to as the "Parties".

PREAMBLE         

NABLA has designed and developed a digital solution processing health data, hereinafter referred to as the "Solution". The Solution is in the form of a web extension or application that includes artificial intelligence functionalities and is described in the Documentation made available to the CLIENT by NABLA.

The Solution is intended to be used either on a standalone basis or embedded in the web solutions of and/or third party applications used by the CLIENT.

The CLIENT has received from NABLA all the information and advice needed to understand the limitations and characteristics of the Solution. The CLIENT acknowledges and agrees that the use of the Solution must be carefully monitored by them regarding the legal and technical conditions for processing personal health data.

By agreeing to these Terms and Conditions of Sale and Use, if the CLIENT is acting on behalf of an entity, the CLIENT represents and warrants that they have the authority to bind that entity to this Agreement, and in such cases, "CLIENT" will refer to the entity. If the CLIENT does not accept this Agreement or does not meet the eligibility requirements set forth herein, they may not access or use the Solution.

After having taken knowledge of the purpose, functionalities and characteristics of the NABLA Solution, the CLIENT has assessed the opportunity of subscribing to a license to use with regard to his own needs and has decided to subscribe to the Contract consisting of these Terms and Conditions of Sale and Use and of a Data Protection Agreement or Business Associate Agreement together with appendices.

Pursuant to Article 1112-1 of the Civil Code, the CLIENT declares and guarantees that NABLA has fulfilled its legal obligation to provide information to him.

1. DEFINITIONS

The terms listed below shall have the following meanings for the Parties:

• Source Codes: refers to the set of instructions and program lines of the Solution to which access is necessary in order to modify the Solution.
• Configuration: refers to the set of Information technology equipment on which the Solution is implemented and operated. This Configuration will be set up by the CLIENT on the basis of NABLA's recommendations.
• Special Conditions: terms and conditions of the Contract specific to the CLIENT.
• Activation Date: refers to the date on which the CLIENT or a User downloads the Solution on one of its devices (computer, tablet…) by choosing a Subscription Package. 
• Documentation: refers to all the standard documents relating to the Solution produced by NABLA on any medium of its choice and made available to the CLIENT.
• Contractual Documents: refers to all the contractual documents governing the relationship between the Parties as referred to in the article "Contractual Documents".
• Data: refers to the data resulting from the use of the Solution and stored on the the Configuration and, when applicable, on the Servers.
• Minor Evolution: refers to any evolution of the Solution consisting of the provision of technical and/or functional evolutions of the existing Modules carried out at NABLA's initiative. The provision of Minor Evolutions is included in the price of the Contract.
• Major Evolution: refers to any evolution to the Solution consisting of the provision of one or more new Modules under financial conditions to be communicated by NABLA.
• Subscription Package: refers to the subscription package chosen by the CLIENT, which may specify the list of Modules included in the user license, the maximum volume of data, and the prices agreed between the Parties, as described on the NABLA website or when applicable in the Special Conditions.
• Confidential Information: refers to information, documents, expertise, business secrets and methodologies, particularly of a technical (e.g.: source codes, drawings, etc.), commercial, marketing, economic and/or financial nature, communicated by each Party to the other Party within the framework of the present contract. 
• Modules: refers to the various functional modules of the Solution designed, developed and published by NABLA.
• New Version: refers to the new version of the Solution that may be supplied by NABLA in the course of performance of the Contract. If the New Version includes only Minor Evolutions, its provision is included in the price of the Contract, if the New Version of the Solution includes Major Evolutions, it is provided under financial conditions to be communicated by NABLA. 
• Regulations : refers to all legal and regulatory texts applicable in France and in the European Union with regard to the protection of Personal Data and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as the "GDPR"), and Law No. 78-17 of January 6, 1978, as amended, relating to information technology, files and freedoms as it exists and as it will be amended during the term of the Contract (hereinafter referred to as the "LIL Law") (collectively referred to as the "Regulations").
• Server: refers to the computer equipment connected to the Internet network which may host the Data if the CLIENT or the Users ask or authorize NABLA to do so. The hosting of the Servers is subcontracted by NABLA to a certified health data host within the meaning of Article L 1111-8 of the French Public Health Code.
• Solution: refers to the solution developed by NABLA, which comes in the form of a web extension or application for which NABLA grants the CLIENT, who accepts it, a user license under the conditions provided for in the Contract. The Solution includes Minor Evolutions and New Versions without Major Evolutions that may be provided by NABLA. The Solution includes the Modules listed in the Subscription Package and allows the CLIENT to access and use them under the terms of the Contract.
• Users: refers to the CLIENT's staff (e.g., colleagues, employees, contractors, etc.) authorized to use the Solution under the conditions defined in the Contract and within the subscription Package.

2. DOCUMENTS CONTRACTUELS

The Contract is made up of the following Contractual Documents presented in hierarchical order of decreasing legal value:

• The Special Conditions if there are some agreed upon by the Parties
• These General Terms and Conditions of Sale and Use (hereinafter the "GTC"),
• Its annexes when applicable (not classified between them),
• The Data Protection Agreement

In case of contradiction between one and/or several provisions appearing in any of these documents, the document of higher rank will prevail.

The Contract may also be complemented by a Business Associate Agreement, as it may be required by the applicable regulations.

The fact that a provision contained in a lower-ranking document is not expressly mentioned in the higher-ranking document shall not cause said provision to lose its legal value.

The execution of the Contract implies that the CLIENT has necessarily adhered without reservation to these GTC, the Data Protection Agreement, and, when applicable, the Business Associate Agreement.

The CLIENT is deemed to have read the entire Contract and to have duly accepted its terms, without reservation, upon signing it.

The parties acknowledge that acceptance of the Contract by electronic means between the Parties has the same evidential value as a paper agreement.

NABLA reserves the right to unilaterally modify these GTC and annexes. These changes will be binding on the CLIENT once they have been published by any means whatsoever.

The CLIENT will be notified of any substantial changes to the GTC and annexes within thirty (30) calendar days before they take effect. In case of refusal of the new general terms and conditions, the CLIENT remains free to terminate the Contract under the conditions of article 15.

3. SUBJECT

The purpose of these GTC is to define the terms and conditions applicable to the personal, non-exclusive license to use the Solution granted by NABLA under the Contract.

4. ENTRY INTO FORCE - DURATION

The Contract shall come into force on the date of its signature by the Parties.

For paid Subscription Packages, it is concluded for an initial period of one (1) month (hereinafter the "Initial Period") as of its signature by the Parties.

At the end of this initial period and unless terminated by the CLIENT by sending a registered letter with acknowledgement of receipt or an e-mail with one (1) month's notice, the Contract will be renewed by tacit renewal for successive periods of one (1) months (hereinafter the "Renewed Period"), the same conditions of termination and renewal remaining applicable thereafter.

5. FINANCIAL CONDITIONS

1. Rémunération

NABLA's remuneration is defined in the Subscription Package as published on NABLA website or agreed in the Special Conditions if any. It consists of a monthly fee that includes the provision of the License to use the Solution.

Except if agreed differently by the Parties, the basis for calculating the fee depends on the number of Users and is specified in the Subscription Package.

The CLIENT acknowledges and agrees that NABLA has the number of Users for the purposes of implementing the Solution and that NABLA will accordingly send the CLIENT an invoice, in accordance with the conditions below, for the fee calculated by NABLA.

2. Invoicing terms and payment conditions

The monthly fee is invoiced due and payable within 30 days of the invoice date by credit card, direct debit or wire transfer, at NABLA’s choice.

Prices are in Euros and do not include VAT. The prices are increased by the VAT at the rate in force on the day of the invoice.

The prices are inclusive of all costs.

Invoices are sent to the e-mail address provided by the CLIENT upon the subscription of the paid Subscription Package.

Any claim relating to an invoice must be sent to NABLA by electronic A/R in the manner described in Article 22 within 15 (fifteen) days of its receipt, which is presumed to be within 3 (three) days of the date on the invoice. No claim will be admissible after this period.

3. Laté payment interest

By express agreement and unless NABLA grants a deferral, failure to pay on the due date will automatically and without prior notice lead to the invoicing of interest equal to three times the legal interest rate, in addition to the application of a fixed indemnity of forty euros (40€), payable by operation of law and in accordance with the provisions of the Commercial Code.

4. Price revision

The CLIENT acknowledges that NABLA reserves the right to change all or part of the price components during the contractual relationship, in particular because of changes in the functionality of the Solution or the scope of the user license.

In this case, the new pricing policy shall be notified to the CLIENT by any means and shall apply as of the calendar month following the notification. In case of refusal of the new prices, the CLIENT remains free to terminate his Contract under the conditions of article 13.

The applicable Prices are available on the NABLA website.

5. Late payment

In the event of late payment by the CLIENT for any reason whatsoever, and unless otherwise agreed by NABLA, Article 5.3 "Interest on late payment" and the following procedure will apply:

• NABLA will send the CLIENT a letter of formal notice to pay the unpaid invoice by electronic registered mail within 8 (eight) working days,
• In the event of non-payment by the CLIENT within the above period, suspension by NABLA of access to the Solution and the CLIENT's Console, notified by NABLA by electronic registered mail with acknowledgement of receipt sent to the CLIENT,
• In the event of non-payment by the CLIENT within a further period of 8 (eight) working days from the notification of suspension above, NABLA may terminate the Contract by electronic registered mail sent to the CLIENT, without notice or compensation of any kind.

6. WARNING

Prior to entering into the Contract, the CLIENT is hereby informed that he must obtain all necessary advice and ensure that the Solution meets his needs and his intended use.

NABLA assumes no responsibility for any error of choice or assessment by the CLIENT or for the unsuitability of the Solution for his needs and those of the Users.

The Solution must be used in accordance with its intended purpose, as described in the Contractual Documents and Documentation.

It is the CLIENT's responsibility to ensure :

• the suitability of the Solution to his needs,
• compliance with the technical recommendations required by NABLA,
• that the Users have been informed of the limitations of the Solution and the risks of errors that may occur during its use,
• that he has the necessary competence and qualified staff to use the Solution,

The CLIENT has been informed that:

• NABLA is not liable in the event of Incidents in the use of the Solution resulting in partial degradation of the Data and/or files,
• the use of the Solution does not exempt him from keeping a copy of the Data on any medium of his choice in accordance with his legal and regulatory obligations,
• NABLA is not responsible for the conditions under which the CLIENT or the Users use the Solution,
• NABLA assumes no responsibility for any misuse of the Solution.

7. SCOPE OF THE RIGHTS GRANTED

6. Scope of the license for the use of the solution

NABLA grants the CLIENT a license to use consisting of a right to use the Solution in accordance with its purpose and scope described in the Subscription Package, on the CLIENT's Configuration.

The right to use the Solution for the CLIENT is limited to  the installation of the Solution on Users’ devices for a personal use.

This right is a general, non-exclusive, personal, non-assignable and non-transferable right to use all the Modules of the Solution specified in the Subscription Package, including Adaptations, Minor Evolutions, New Versions without Major Evolutions.

This right includes Major Evolutions if and only if the Parties have entered into an amendment to this effect modifying the chosen Subscription Package.  

This right is valid for the Configuration and reserved for the exclusive use of the CLIENT, to the exclusion of any other entity, third party or subsidiary or sister company or partner of the CLIENT.

This right is granted only for the duration of this Contract.

The CLIENT may not, either directly or indirectly, make available or grant rights to the Solution to a third party, subsidiary, sister company or partner not party to the Contract, whether free of charge or for consideration, without the prior written consent of NABLA on specific financial conditions.

Notwithstanding the foregoing, the CLIENT may temporarily make the Solution available to the competent public authorities, insofar as such availability is necessary to meet the CLIENT's legal obligations, and this under the CLIENT's sole responsibility.

The CLIENT and the Users shall acquire no rights to the Solution, intellectual property or otherwise, other than those conferred by the Contract.

The CLIENT undertakes to take all legal, contractual, logical or technical measures to ensure that the terms of the Contract, and in particular the limits of this license, are enforceable and respected by the Users.

This grant of rights does not entail the transfer of any intellectual property rights to the CLIENT, as NABLA retains full and complete ownership of the Modules, the Solution, its Adaptations, the New Versions and the Evolutions.

7. Recommendations regarding the configuration

NABLA recommends the technical and material architecture of the Configuration that must be implemented to operate the Solution.

8. Rights and ownership of the solution

The intellectual property rights relating to the Solution are the exclusive property of NABLA.

The CLIENT undertakes not to infringe, directly or indirectly, or through the intermediary of third parties with whom it is associated, the rights and proprietary notices of NABLA mentioned in the Solution.

8. ACCESS TO SOURCE CODES

The CLIENT may only access and use the Solution's Source Codes if NABLA is subject to judicial liquidation or dissolution, or has ceased operations for more than one (1) month without any buyer having undertaken to meet its obligations, or the judicial administrator having decided on the continuation of the Contract.

9. GUARANTEE OF PEACEFUL ENJOYMENT

NABLA guarantees the CLIENT against any claim action brought by third parties on the grounds that all or part of the Solution constitutes a counterfeiting of pre-existing intellectual or industrial property rights claimed by third parties.

In this respect, NABLA shall bear the cost of all damages and interest which the CLIENT may be ordered to pay or liable to pay under the terms of a final court decision or a transaction concluded with the third party author of the claim, provided that the CLIENT has promptly informed NABLA of the existence of such a claim and that the CLIENT has allowed NABLA to conduct the proceedings and/or negotiations with the author of the claim.

In the event of a claim as described above, NABLA may, at its option and at its own expense:

• either modify all or part of the disputed item in order to avoid counterfeiting,
• or obtain authorization for the CLIENT to continue using it,
• or provide a replacement solution.

The foregoing provisions set the limits of NABLA's liability for patent and copyright infringement as a result of using the Solution.

10. CONDITIONS OF PROVISION OF THE SOLUTION

9. General quality of the solution

The Solution is provided in compliance with the technical guarantees set out in the "Technical Guarantee" article.

NABLA will use all the technical means necessary to ensure the proper functioning of the Solution, enabling it to be accessed and used 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond NABLA's control, and subject to any breakdowns and maintenance operations necessary for the proper functioning of the Solution.

NABLA may interrupt the provision of the Solution, without incurring any liability and without any fault on its part, for the purposes of scheduled maintenance, provided that it informs the CLIENT beforehand by e-mail or any other means of its choice.

Scheduled maintenance refers to maintenance operations carried out as far as possible during periods of reduced use of the Solution.

In the event of the Solution being unavailable, other than during scheduled maintenance, NABLA undertakes to restore it as soon as possible after the unavailability has been detected.

In view of the complexity of the Internet, the unequal capacities of the various sub-networks, the influx of users at certain times, and the various bottlenecks over which NABLA has no control, NABLA may not be held liable under any circumstances for

• access speeds from the CLIENT's Configuration,
• external slowdowns,
• poor transmissions due to a failure or malfunction of these networks.

Given the nature and complexity of the technologies implemented for the execution of the Contract, each Party:

• undertakes to take all reasonable care in the performance of the Contract,
• acknowledges that the Solution cannot be free from Incidents, failures, interruptions and unavailability.

In the event of Incidents resulting from elements for which one of the Parties is responsible, the other Party undertakes to inform the latter, which undertakes to make its best efforts to remedy the situation.

If necessary, the Parties will consult each other to decide by mutual agreement on the best solution to be implemented within the framework of a rider, if this solution should require an additional financial burden for NABLA.

10. Guarantee on the client’s data

NABLA is in no way responsible for the quality and relevance of the Data used or created by the CLIENT through the Solution.

11. Technical guarantee

NABLA guarantees that the Solution complies with the technical and functional characteristics as detailed in the subscription Package and the Documentation.

NABLA undertakes to implement the necessary means to provide the best possible availability of the Solution, excluding scheduled maintenance operations.

NABLA shall not be liable for any Incident or unavailability resulting from

• the occurrence of a case of force majeure,
• the CLIENT's failure to comply with its commitments under the Contract,
• the misuse of the Solution by the CLIENT, its Users and/or the End Users,
• the lack of answer by the CLIENT to NABLA's requests,
• the lack of cooperation of the CLIENT for the restoration of the Solution,
• the failure of the health data host used by NABLA, beyond the provisions of common law,
• more generally, any cause beyond the reasonable control of NABLA.

12. Suspension of the Solution

NABLA may suspend all or part of the provision of the Solution in the event of

• a misuse of the Solution by a User that may affect the operation of the Solution and/or the Servers,
• a demand or request from an administrative or judicial authority relating to the Data hosted as part of the provision of the Solution.

13. Evolution of the Solution

NABLA reserves the right to freely evolve the Solution, in particular for legal or technological reasons, at its sole discretion, in order to create new functionalities or improve existing functionalities. Any Minor Evolution of the Modules already subscribed to by the CLIENT shall be enforceable against the CLIENT without prior notice as of the time of its production and or communication by NABLA.

NABLA also reserves the right to modify the subscription Package to take account of Major Evolutions In this case, NABLA may modify the price in accordance with the article "Price revision". The CLIENT may terminate the Contract in accordance with Article 13 if he refuses to accept the change in the subscription Package.

If the CLIENT wishes to change the Subscription Package or integrate new Modules corresponding to Major Evolutions into the Solution, the Parties shall sign an amendment to the Contract which shall modify the price of the Solution fee in order to take this change into account and integrate the new Modules.

The CLIENT acknowledges that the conclusion of the Contract is not conditional on the provision of new functionalities and/or new Modules in the future.

11. OBLIGATIONS OF THE CLIENT

The CLIENT is expressly required to comply with the obligations listed below.

14. Use and safety

The CLIENT retains responsibility for the security and proper functioning of the Solution on the Configuration and/or within its own applications - web, mobile or other - and for any tasks performed by members of its staff and generally by any subcontractor, natural or legal person designated by the CLIENT to be involved in the performance of this Contract and the use of the Solution.

Specifically, the obligations include:

        -Compliance with the Solution Configuration specifications;

        -The CLIENT's personal non-intervention and the prohibition of any person, other than any person authorized by NABLA at the request of the CLIENT, from intervening in the Solution;

        -Compliance with the recommendations of local security authorities such as the ANS, CNIL and ANSSI in France;

        -The use of a certified health data hosting service provider within the meaning of Article L 1111-8 of the French Public Health Code.

15. Other obligations

The CLIENT declares that it is fully aware of the legal and regulatory constraints relating to health data, to which it is subject in the context of the use of the Solution. In this respect, the CLIENT guarantees that the specifications and characteristics of the Solution comply with the legal and regulatory requirements applicable to it as a data controller or as a contractor of the data controller within the meaning of the Regulations and that it has fulfilled all its obligations, in particular in relation to the Regulation, in order to enable the use of the Solution by the Users.

12. INTELLECTUAL PROPERTY

NABLA remains the owner of the intellectual property rights relating to the Modules and the Solution.

The same applies to trademarks, patents, names, acronyms, logos, colors, graphics, or other signs that may be used or implemented by NABLA.

The CLIENT is prohibited from using or exploiting NABLA's intellectual property rights for purposes other than the use of the Modules and the Solution and/or on behalf of third parties without NABLA's authorization.

The CLIENT shall refrain from filing any patent and/or taking any action of any kind on its own behalf or on behalf of a third party in connection with NABLA's know-how and intellectual property rights.

Because of the substantial financial, material and human investments made by NABLA and also because of the footprint and originality of the developments, particularly software, made by NABLA for the purposes of designing and developing the Solution, in the performance of the Contract and generally in the course of its activities, the CLIENT acknowledges and accepts that NABLA is and remains the sole owner of all intellectual property rights relating to the models and algorithms of the Solution, including in connection with the use of the Data generated by the CLIENT in the course of using the Solution.

In this respect, throughout the duration of the Contract and upon its expiry for any reason whatsoever, NABLA is free to use the Data in the context of its activities, in particular with a view to contributing to the research and development of the Solution, to the improvement of its performance, of the models and algorithms developed and trained by NABLA in the context of the modules of the Solution or of any other solution published by NABLA, without the CLIENT being able to claim any intellectual property rights relating to its elements.

In general, the CLIENT acknowledges that he/she does not acquire any intellectual property rights on the Solution, its Modules, its Adaptations, its New Versions, and/or its Evolutions, or the models and/or algorithms that make it up, other than the right of use granted under the user license defined in this Contract and for the sole and strict duration of this Contract.

13. DENUNCIATION - TERMINATION

16. Advance notice

Either Party may terminate this Contract by electronic mail in the manner described in Article 22 no later than one (1) month prior to the expiration date of the Initial Term or the Renewed Term, which will result in the termination of the Contract at the end of the current term.

The CLIENT may request early termination of the Contract in the event of a change in price or scope of the license at NABLA's initiative. In this case, the Contract will end at the end of the current month.

The obligation of each Party to attempt conciliation as set forth in Article 23 "Prior Conciliation" shall not apply to this Article.

17. Termination for default

In the event of a breach by either Party of its obligations under the Contract, which is not remedied within thirty (30) calendar days from the date of dispatch of a registered letter or of an electronic message with acknowledgement of receipt notifying the breach in question, the other Party may automatically terminate the Contract in whole or in part and after attempting conciliation under the conditions defined in Article 23 "Prior conciliation" of this Contract, without prejudice to any damages to which the latter may be entitled.

18. Termination for special reasons

In addition, either Party may terminate the Contract in whole or in part by sending an e-mail as described in Article 22 notifying the reason for termination, without prior notice, and after attempting to reach a settlement under the conditions defined in Article 23 "Prior Settlement" of this Contract, in the event that one of the following reasons exists

• Serious risk to the reputation of one of the Parties;
• Legal or regulatory non-compliance proven by a final decision of a competent authority or court;

NABLA also has the right to terminate the contract under the terms of this article in the event of a change of control of CLIENT within the meaning of Article L 233-3 of the French Commercial Code.

14. CONSEQUENCES OF THE TERMINATION OF THE CONTRACTUAL RELATIONSHIP

Upon expiration of the Contract or termination thereof for any reason whatsoever, the CLIENT shall cease to use the Solution at the normal contractual end date or at the end date set forth in the notification of termination of the contractual relationship, unless otherwise agreed by the Parties.

The CLIENT shall have a period of 2 (two) days to remove the Solution from the Configuration.

The CLIENT must confirm in writing to NABLA within the same period that these deletions have been made.

The CLIENT will take all steps to inform its Users of the termination of the contractual relationship.

All sums still owed to NABLA by the CLIENT on the date of termination shall be due immediately.

Articles 1 "Definitions", 7 "Scope of Rights Granted", 12 "Intellectual Property", 16 "Liability", 18 "Confidentiality", 19 "Protection of Personal Data" and 24 "Law and Jurisdiction" of the Contract shall survive the date of termination of the contractual relationship between the Parties, for whatever reason

15. FORCE MAJEURE

As soon as an event of force majeure or fortuitous event within the meaning of Article 1218 of the Civil Code occurs, and within eight (8) days of said occurrence, each of the Parties undertakes to notify the other Party by electronic mail in order to be able to consider the terms and conditions for continuing the Contract.

Initially, cases of force majeure shall suspend the performance of this Contract.

If the cases of force majeure last for more than three (3) months, the Parties agree to meet in order to define the conditions under which they will terminate this Contract.

Neither Party shall be liable for any breach of its obligations under this Contract if such breach is due to a force majeure event.

16. RESPONSIBILITY

It is expressly agreed between the Parties that :

• NABLA is subject to an obligation of means for the performance of its obligations,
• NABLA shall be liable for all direct damages suffered by the CLIENT as a result of a proven contractual breach exclusively attributable to NABLA,
• NABLA shall not be liable for any indirect damage, such as, in particular, commercial loss, loss of orders, any commercial disruption whatsoever, loss of profits, or damage to the brand image,
• any action brought against the CLIENT by a third party in connection with the services and/or benefits offered by the CLIENT to third parties from the Solution, shall constitute indirect damage and therefore shall not entitle the CLIENT to compensation from NABLA. Notwithstanding, in the event of an action directed against the CUSTOMER by a third party as a result of the use of the Solution, NABLA’s liability may be called into question under ordinary law conditions,
• NABLA shall not be held responsible for any failure of the data host,
• NABLA's liability is limited, in any event, in respect of the performance of the Contract, all claims taken together, to the amount of the last annual fee for the Solution collected by NABLA.

In addition, in the performance of the Contract, the CLIENT shall be solely responsible for:

• the integration, implementation and use of the Solution,
• compliance and conformity of the implementation and use of the Solution under the Regulations and Regulation 2017/745 of April 5, 2017 on medical devices,
• errors or malfunctions that may result from the Data it produces and/or uses and from the elements of the Configuration implemented in the context of the use of the Solution,
• in a general way, any consequence related to the conditions of use and operation of the Solution by the Users.

17. INSURANCE

The Parties acknowledge that they are insured for civil, operating and professional liability in order to cover the financial consequences of material and immaterial damage, whether consecutive or not, for which they would be respectively responsible, caused by any event that would be the act of their collaborators or possible subcontractors during the performance of the Contract.

18. PRIVACY

Each Party agrees not to use, disclose or communicate by any means whatsoever the Confidential Information of the other Party to any person or entity during the entire term of the Contract and for a period of 10 (ten) years following its termination.

As such, each Party agrees to protect the Confidential Information of the other Party with the same diligence as it accords to its own confidential information.

The Parties agree to:

• prevent any disclosure of such Confidential Information outside of their company except as required by one of the Parties to disclose it to its contractors in connection with the performance of the Contract,
• not to reproduce, or cause to be reproduced, any document or part thereof that may constitute or contain Confidential Information,
• return to the other Party or destroy, upon expiration or termination of the Contract, all confidential documents of any kind that may have been given to it by the other Party,
• not to use the information for any purpose other than for the performance of the Contract.

The Parties agree that the provisions of this Article shall not apply to information that :

• are or become known to the other Party by publication or by any other means than a breach of its obligations by the Party that would have received them or,
• are the result of developments undertaken independently by the receiving Party or on its behalf by persons who do not have access to the other Party's Confidential Information; or
• are subject to general dissemination by the Party, which will disclose them without specific restriction or,
• are subject to dissemination as a result of a court order.

The Contract Documents shall be considered Confidential Information for the purposes of this section.

The Parties agree to consider their methods and know-how as Confidential Information and to use them only for the strict needs related to the provision of the Solution. It is understood that each of the Parties remains the exclusive owner of the elements making up its know-how.

Notwithstanding the foregoing, either Party may refer to this Contract as a business reference.

19. PROTECTION OF PERSONAL DATA

The Parties agree that the provision of the Solution concerns Personal Data and more particularly Health Data.

In this respect, it is expressly stipulated between the Parties that CLIENT remains the data controller or the representative of the data controller and retains full control over the Personal Data it collects and processes, with NABLA acting only as a data processor within the meaning of the legal provisions relating to the protection of personal data defined in Article 1 "Definitions" of the GTC and designated in the Regulations.

Within the framework of their contractual relations, the Parties undertake to comply with the Regulations in force applicable to the processing of personal data implemented within the framework of the performance of this Contract.

The provisions of the Data Protection Agreement define the conditions under which NABLA, as a data processor, undertakes to carry out personal data processing activities on behalf of the CLIENT, the data controller or data processor of the data controller, in the performance of the Contract.

20. ETHICS AND COMPLIANCE

Each Party represents, warrants and covenants that, in connection with this Contract:

        -Neither it, nor its officers, employees, agents, subcontractors or any other third party acting on its behalf have committed or will commit any corrupt act against any of the other Party's officers, employees, agents, subcontractors or any other third party acting on behalf of the other Party; and

        -That it has implemented and will maintain adequate anti-bribery rules or policies and controls to prevent and detect acts of corruption within its organization, whether carried out by its officers, employees, agents, contractors, or any other third party acting on its behalf

To the extent permitted by applicable law, each Party undertakes to notify the other Party as soon as it becomes aware, or has reasonable grounds to suspect, that any activity carried out in connection with this Contract contravenes or may contravene this Article or any anti-bribery law or regulations as defined in the Penal Code applicable in France.

21. TRANSFER OF THE CONTRACT

The Contract has been concluded in consideration of the person of the CLIENT. Consequently, it is non-transferable without the prior written consent of NABLA.

22. MISCELLANEOUS PROVISIONS

Each Party shall not make any commitment in the name of and/or on behalf of the other.

Each of the Parties remains solely responsible for its acts, allegations, commitments, services, products and personnel.

The headings are inserted for convenience only and in the event of any difficulty of interpretation between any of the headings appearing at the head of the clauses and the content of any of the clauses, the headings shall be declared non-existent.

The Contract constitutes the entire agreement of the Parties with respect to its subject matter and supersedes any other terms and conditions of purchase, sale or service of either Party, or any prior covenant, statement or other agreement between the Parties relating to the same subject matter.

If any of the provisions of the Contract are found to be invalid under a current rule of law or a final court decision, they shall be deemed unwritten, without invalidating the Contract or altering the validity of its other provisions.

The fact that either Party does not claim the application of any clause of the Contract or acquiesces in its non-performance, whether permanently or temporarily, shall not be construed as a waiver by that Party of its rights under said clause.

Any communication relating to billing, enforcement or termination of the Contract shall be addressed to the other Party using the e-mail addresses provided by the other Party when subscribing to the license to use the Solution. For NABLA, the e-mail addresses are as follows:

For NABLA:

• For billing: office@nabla.com
• For the Contract: delphine@nabla.com
• For helpdesk: support@nabla.com

23. PRIOR CONCILIATION

In the event of a dispute arising between them concerning the interpretation or performance of the Contract, and except in the event of failure to comply with the settlement deadlines, the Parties shall endeavor to find an amicable solution to their dispute as soon as possible.

To this end, as soon as a Party identifies a dispute with the other Party, it may request that a meeting be convened to discuss the resolution of the matter in dispute.

The meeting will be convened by any means. This meeting will be held within a maximum of 15 (fifteen) days from the receipt of the request which will be sent by electronic message.

If, within this period of 15 (fifteen) days, no solution is found, ratified by a written and signed agreement of the representatives of the Parties, or if the meeting has not taken place, the amicable procedure shall be considered terminated.

24. LAW AND JURISDICTION

The Contract is governed by French law.

FOR ANY DISPUTE ARISING BETWEEN THEM CONCERNING THE INTERPRETATION OR EXECUTION OF THE CONTRACT AND AFTER AN ATTEMPT AT AMICABLE CONCILIATION, EXPRESS JURISDICTION IS GIVEN TO THE COMMERCIAL COURT OF PARIS NOTWITHSTANDING MULTIPLE DEFENDANTS OR WARRANTY CLAIMS, EVEN FOR EMERGENCY OR PROTECTIVE PROCEDURES, IN SUMMARY PROCEEDINGS OR BY PETITION.