This Master Subscription Agreement (“Agreement”) is effective as of the effective date of the first Order Form executed by the Customer that references this Agreement (“Effective Date”), by and between Nabla Technologies, Inc. (“Nabla”) and the entity identified as ‘Customer’ in such Order Form.
When used herein, the term “Agreement” includes the body of this Agreement, all Order Forms (as defined below), and all attachments thereto or referenced herein. In the event of a conflict between this Agreement and/or an Order Form or other attachment, the terms set forth in the body of this Agreement will govern, subject always to the terms of the Business Associate Agreement between the Parties. Nabla and Customer may be referred to in this Agreement individually as a “Party” and together as the “Parties.” For purposes of this Agreement, “Order Form” means one or more ordering documents executed by Nabla and Customer which reference this Agreement and are incorporated into this Agreement by reference.
1. term
The term of this Agreement shall commence upon the Effective Date and continue in full force until terminated in accordance with its terms (the “Term”). If there is no Order Form currently in effect, either party may terminate this Agreement upon written notice to the other party. Each Order Form will terminate upon expiration of the applicable subscription period, unless expressly stated otherwise therein or in this Agreement.
2. Service
2.1. Service Access
Subject to the terms and conditions of this Agreement, including Customer’s payment of Fees (as defined below), Nabla grants to Customer and its End Users a non-exclusive, non-transferable, non-sublicensable license to access and use the Nabla technology services identified in an applicable Order Form (the “Service”) and the Documentation (as defined below), during the Term, solely for Customer’s internal business purposes. For purposes of this Agreement, “End Users” means Customer’s employees, contractors, representatives, clinicians, practitioners, and health care professionals, as applicable, providing clinical care and medical services who are authorized to access and use the Service on Customer’s behalf. Customer Affiliates may use the Services by executing an Order Form which is governed by the terms of this Agreement. This will establish a new and separate agreement between the Customer Affiliate and Nabla.
2.2. Restrictions
Customer and its End Users may only use the Service as described in this Agreement and in the then-current documentation, specifications, and instructions regarding the Service, including online help screens contained within the Service, made generally available by Nabla to its customers and modified from time to time (the “Documentation”). Customer is responsible for ensuring its End Users comply with all relevant terms of this Agreement, and any failure to comply with this Agreement by an End User will constitute a breach by Customer. Except as expressly authorized by this Agreement, Customer will not, and will not allow any End User or other third party to, (a) permit any third party to access or use the Service other than an End User, (b) decompile, disassemble, modify, translate,Nabla Technologies, Inc. | Confidential 1distribute, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Service, except to the extent expressly permitted by applicable international, foreign, federal, state, or local laws, rules, or regulations (collectively, “Applicable Laws”), (c) rent, sell, or lease any rights in the Service in any form to any person, (d) use the Service or any Nabla Confidential Information to develop a competing product or service or build a product using similar ideas, features, functions, or graphics of the Service, (e) use the Service, or allow the transfer, transmission, export, or re-export of the Service or portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department or any other government agency, or (f) remove, minimize, block, or modify any copyright, trademark, proprietary rights, disclaimer, digital watermark, or warning notice included on or embedded in any part of the Documentation or Service, including any screen displays, or any other materials provided by Nabla hereunder. Customer may not access the Service for purposes of monitoring its availability, performance, functionality, or any other benchmarking or competitive purpose. Customer may use the Service only for its internal business purposes and shall not: (i) run any auto-responder or send spam or otherwise duplicative or unsolicited messages; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates a third-party’s privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to Service or its related systems or networks. Under no circumstances will Nabla be liable or responsible for any use, or any results obtained by the use, of the Service in conjunction with any content, services, software, or hardware that are not provided by Nabla, including any services or advice provided by Customer and its applicable End Users, including health care services, insurance claims processing, or medical advice, where applicable. All such use will be at Customer’s sole risk and liability. Nabla reserves the right to modify the Service for any reason, without notice and without liability to Customer or any End User, to comply with Applicable Law.