General Terms and Conditions of Sale and Use of Nabla

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".

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PREAMBLE

NABLA has designed and developed software solutions involving the processing of health data and enabling the automated generation of medical reports, hereinafter referred to as the “Solution.” This Solution is made available as a web application or extension embedding artificial intelligence functionalities, and is described in the Documentation provided by NABLA to the CLIENT.

The Solution may be used independently or integrated within the CLIENT’s own web-based solutions and/or third-party applications.

The CLIENT acknowledges having received from NABLA all the necessary information and guidance to understand the features, functionalities, and limitations of the Solution.

Furthermore, the CLIENT has been expressly informed that the use of the Solution requires careful monitoring on its part with respect to the legal and technical conditions surrounding the processing of health data.

Thus, after having reviewed the purpose, functionalities, and characteristics of the Solution, the CLIENT has determined that subscribing to a license for use is appropriate for its specific needs. This subscription is formalized through a Contract, which includes these General Terms and Conditions of Sale and Use (hereinafter the “GTC”), a Data Protection Agreement, and the annexes thereto.

In accordance with Article 1112-1 of the French Civil Code, the CLIENT declares and warrants that NABLA has fulfilled its legal duty to provide information.

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1. DEFINITIONS

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

• Source Code: Refers to all instructions and program lines of the Solution that are necessary to access in order to modify the Solution.
• Configuration: Refers to the set of IT hardware on which the Solution is implemented and operated. This Configuration shall be set up by the CLIENT based on NABLA’s recommendations.
• Specific Terms: Contractual terms specific to the CLIENT as set forth in the Contract.
• Activation Date: Refers to the date on which the CLIENT or a User downloads the Solution on one of their devices (computer, tablet, etc.) by selecting a Subscription Plan.
• Documentation: Refers to all standard documents related to the Solution, produced by NABLA on any medium of its choosing and made available to the CLIENT.
• Contractual Documents: Refers to all the contractual documents governing the relationship between the Parties as outlined in the “Contractual Documents” section.
• Data: Refers to data resulting from the use of the Solution.
• Minor Update: Refers to any update of the Solution that includes technical and/or functional enhancements to existing Modules, provided at NABLA’s initiative. Minor Updates are included in the Contract price.
• Major Update: Refers to any update of the Solution that involves the delivery of one or more new Modules, subject to financial terms to be communicated by NABLA.
• Subscription Plan: Refers to the subscription option chosen by the CLIENT, which may specify the list of Modules included in the license, the maximum data volume, and the prices agreed between the Parties, as described on NABLA’s website or in the Specific Terms, where applicable.
• Confidential Information: Refers to any information, documents, know-how, trade secrets, and methodologies, including but not limited to technical (e.g., source code, drawings), commercial, marketing, economic, and/or financial in nature, disclosed by either Party to the other in the context of this Agreement.
• Modules: Refers to the various functional modules of the Solution designed, developed, and published by NABLA.
• New Version: Refers to a new version of the Solution that may be provided by NABLA in performance of the Contract. If the New Version includes only Minor Updates, its provision is included in the Contract price. If it includes Major Updates, it will be provided under financial terms communicated by NABLA.
• Regulations: Refers to all applicable laws and regulations in France and the European Union concerning the protection of Personal Data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the "GDPR"), and French Law No. 78-17 of 6 January 1978, as amended, on Information Technology, Data Files, and Civil Liberties, as currently in force or as amended during the term of the Contract (together referred to as the “Regulations”).
• Server: Refers to computer equipment connected to the Internet that may host the Data. Server hosting is subcontracted by NABLA to a certified health data host as defined under Article L 1111-8 of the French Public Health Code.
• Solution: Refers to the solution developed by NABLA in the form of a web extension or mobile application, for which NABLA grants the CLIENT a usage license under the terms provided in the Contract. The Solution includes Minor Updates and New Versions without Major Updates that may be provided by NABLA. The Solution includes the Modules listed in the Subscription Plan and allows the CLIENT to access and use them as set forth in the Contract.
• Users: Refers to the CLIENT’s personnel (e.g., employees, contractors, service providers) authorized to use the Solution under the terms defined in the Contract and within the limits of the Subscription Plan.

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2. CONTRACTUAL DOCUMENTS

The Contract consists of the following Contractual Documents, listed in order of hierarchical legal value:

1. The Specific Terms, if expressly agreed upon between the Parties,
2. These General Terms and Conditions of Sale and Use,
3. Any applicable appendices (not ranked among themselves),
4. The Data Protection Agreement.

In the event of any conflict between one or more provisions of these documents, the document with the higher hierarchical rank shall prevail.

The absence of a provision from a higher-ranking document does not nullify the legal value of a provision contained in a lower-ranking document.

The CLIENT’s signature or execution of the Contract constitutes full and unconditional acceptance of these GTC and of the Data Protection Agreement.

The CLIENT acknowledges having read the entirety of the Contract and having duly accepted its terms without reservation at the time of signature.

The Parties agree that acceptance of the Contract via electronic means holds the same probative value as a written agreement signed on paper.

NABLA reserves the right to unilaterally amend these GTC and their appendices. Such amendments shall become enforceable against the CLIENT upon publication by any means. Any material change to the GTC and/or their appendices shall be communicated to the CLIENT no later than thirty (30) calendar days prior to taking effect. In the event the CLIENT refuses the updated terms, they remain free to terminate the Contract in accordance with Article 13.

3. PURPOSE

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

4. EFFECTIVE DATE – TERM

The Contract shall become effective on the date it is signed by the Parties. For paid Subscription Plans, the Contract is entered into for an initial term of one (1) month (hereinafter the “Initial Period”) from such date.

At the end of the Initial Period, and unless terminated by the CLIENT by email with one (1) month’s prior notice before the expiry date, the Contract shall be tacitly renewed for successive periods of one (1) month each (hereinafter the “Renewal Period”), under the same termination and renewal conditions.

In the event of termination by the CLIENT, the subscription fees corresponding to the notice period shall remain fully due, even if the termination takes effect mid-month.

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5. FINANCIAL TERMS

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1. Remuneration

NABLA’s remuneration is determined according to the Subscription Plan in effect, as published on its website or, where applicable, in the Specific Terms. This remuneration takes the form of a monthly fee, which notably includes the provision of the license to use the Solution.

Unless otherwise agreed between the Parties, the fee amount is calculated based on the number of authorized Users, as specified in the Subscription Plan.

The CLIENT acknowledges and agrees that NABLA has access to data related to the number of Users as part of the implementation of the Solution and that NABLA issues the corresponding invoice based on such data. Invoicing shall be carried out under the terms set out below.

2. Invoicing Terms and Payment Conditions

The monthly fee is invoiced in advance and payable within thirty (30) days from the invoice issuance date. Payment may be made by direct debit, wire transfer, or credit card, at NABLA’s discretion.

Prices are expressed in Euros and exclusive of taxes. VAT will be added at the applicable rate on the invoice date. Unless stated otherwise, all prices are inclusive of applicable charges.

Invoices are sent to the email address provided by the CLIENT at the time of subscription to a paid Subscription Plan. The CLIENT is solely responsible for the accuracy and updating of this email address.

Any dispute related to an invoice must be submitted to NABLA by email with acknowledgment of receipt, in accordance with the procedure described in Article 22, within fifteen (15) days following receipt. Receipt is deemed to occur three (3) calendar days after the invoice date. After this period, no claims will be accepted, and the invoice will be deemed definitively accepted.

3. Late Payment Interest

By express agreement, and unless an extension is granted by NABLA in writing, any failure to pay by the due date shall automatically and without prior notice result in:

• The application of late payment interest calculated at a rate equal to three times the legal interest rate in effect on the invoice date,
• A flat-rate compensation of forty euros (€40) automatically due, pursuant to Article L.441-10 of the French Commercial Code

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4. Price Adjustments

The CLIENT acknowledges that NABLA reserves the right to adjust all or part of the pricing components during the contractual relationship, particularly due to changes in the Solution’s features or scope of the usage license.

In such case, the updated pricing policy shall be notified to the CLIENT by any means and shall apply from the calendar month following such notification.

If the CLIENT refuses the new prices, they remain free to terminate the Contract under the conditions of Article 13.

The applicable pricing is available on NABLA’s website.

5. Retard de paiement Payment Delays

In the event of delayed payment by the CLIENT for any reason, and unless otherwise agreed by NABLA, Article 5.3 "Late Payment Interest" shall apply, along with the following procedure:

• A formal notice to pay the outstanding invoice will be sent by email with acknowledgment of receipt, providing a grace period of eight (8) business days.
• If payment is not received within that period, NABLA may suspend access to the Solution. Suspension will be notified to the CLIENT by email with acknowledgment of receipt.
• If the CLIENT fails to make payment within a further eight (8) business days from the suspension notice, NABLA may automatically and immediately terminate the Contract, with notice provided by email with acknowledgment of receipt, without any compensation being due to the CLIENT.

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6. DISCLAIMER

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​​Prior to entering into the Contract, the CLIENT acknowledges having been informed of the necessity to seek all appropriate advice to verify that the Solution proposed by NABLA is suited to its needs, operational constraints, and intended use.

The CLIENT assumes sole responsibility for choosing the Solution. Under no circumstances shall NABLA be held liable in the event of:

• An error in the CLIENT’s assessment or choice;
• The Solution being unsuitable for the CLIENT’s or its Users’ needs.

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

It is the CLIENT’s sole responsibility to ensure:

• The suitability of the Solution for its specific needs;
• Compliance with the technical prerequisites communicated by NABLA, where applicable;
• That Users have been informed of the Solution’s limitations and the potential risk of errors during its use;
• That it possesses the necessary expertise and qualified personnel to use the Solution.

The CLIENT further acknowledges having been informed that:

• NABLA is not responsible for usage-related incidents that may result in partial data and/or file degradation;
• Use of the Solution does not exempt the CLIENT from maintaining backups of the Data on the medium of its choice, in accordance with its legal and regulatory obligations;
• NABLA is not responsible for the conditions under which the CLIENT or its Users use the Solution;
• NABLA assumes no liability for any misuse of the Solution

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7. SOLUTION AND SCOPE OF LICENSE GRANTED

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1. Provision of the Solution 

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The Solution provided by NABLA under this Contract is described in the Documentation made available to the CLIENT.

The CLIENT is expressly informed that the Solution is intended to assist Users in their activities but is in no way a substitute for the intervention or judgment of a qualified healthcare professional.

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NABLA disclaims all liability in the event of use of the Solution outside this context or in violation of professional rules or ethics.

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2. Data Hosting

Data is hosted in accordance with the terms set out on the “Security” page, available at: www.nabla.com/fr/security.

It is specified that NABLA uses a certified “health data hosting provider” in compliance with applicable health data protection regulations.

3. Scope of the License to Use the Solution

NABLA grants the CLIENT a non-exclusive, personal, non-transferable, and non-assignable right to use the Solution in accordance with its functional purpose, within the scope defined in the Subscription Plan and for the term of the Contract only.

This right of use is strictly limited to the CLIENT’s internal operations and authorized Users only. It includes access to the Solution Modules listed in the Subscription Plan, including:

• Adaptations, Minor Updates, and New Versions without Major Updates, made available during the term of the Contract;
• Major Updates, if an amendment modifying the Subscription Plan has been concluded between the Parties.

Any use of the Solution outside of this scope—by a third party, subsidiary, sister company, or partner of the CLIENT—is strictly prohibited without prior written authorization from NABLA and subject to specific financial terms.

As an exception, the CLIENT is authorized to temporarily make the Solution available to competent public authorities where such provision is necessary to meet legal obligations, under its sole responsibility.

4. Prohibitions

The CLIENT agrees not to, directly or indirectly:

• Reproduce, represent, adapt, modify, translate, or decompile all or any part of the Solution;
• Make the Solution available, assign, or transfer it—whether free of charge or for a fee—to any third party, except with NABLA’s express approval;
• Use the Solution on behalf of or for the benefit of a third party, under any circumstances.

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5. No Transfer of Ownership

The CLIENT acknowledges that this license does not confer any intellectual property rights over the Solution, its components, Modules, Updates, or New Versions.

NABLA retains full ownership of all intellectual property rights pertaining to the Solution, its derivatives, and its Updates.

Furthermore, the CLIENT undertakes to:

• Ensure that all Users comply with the terms of the Contract;
• Implement all legal, contractual, technical, and logical measures necessary to prevent any unauthorized or fraudulent use of the Solution;
• Promptly notify NABLA of any unauthorized use of which it becomes aware.

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6. Configuration Recommendations

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NABLA recommends the technical and hardware architecture required for the Configuration to properly operate the Solution.

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8. ACCESS TO SOURCE CODE

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The CLIENT may only access and use the Source Code of the Solution if NABLA is subject to judicial liquidation, dissolution, or has ceased its business activity for more than one (1) month without any successor committing to assume its obligations, nor has the court-appointed administrator decided to continue the Contract.

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9. WARRANTY OF PEACEFUL ENJOYMENT

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NABLA warrants the CLIENT against any third-party claim alleging that all or part of the Solution infringes pre-existing intellectual or industrial property rights.

In such cases, NABLA shall cover all damages the CLIENT may be ordered to pay or owe under a final court decision or a settlement agreement entered into with the claimant, provided that:

• The CLIENT promptly notifies NABLA of the claim; and
• The CLIENT allows NABLA to lead the proceedings and/or negotiations with the claimant.

In response to such a claim, NABLA may, at its discretion and own expense:

• Modify the infringing component to eliminate the alleged infringement;
• Obtain the necessary rights for the CLIENT to continue using it; or
• Provide an alternative solution.

The foregoing provisions define the limits of NABLA’s liability for patent or copyright infringement arising from the use of the Solution.

10. CONDITIONS FOR PROVISION OF THE SOLUTION

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1. General Quality of the Solution

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The Solution is provided in accordance with the technical warranties described in the section “Technical Warranty.”

NABLA shall use all necessary technical means to ensure the proper functioning of the Solution, enabling access and use 24/7, except in cases of force majeure or events beyond NABLA’s control, and subject to possible outages and maintenance operations required for the Solution’s proper operation.

NABLA may interrupt the provision of the Solution, without incurring liability or fault, for scheduled maintenance purposes, provided that prior notice is given to the CLIENT via email or by any means of its choosing.

Scheduled maintenance refers to maintenance operations carried out, as far as possible, during off-peak usage periods of the Solution.

In the event of unavailability of the Solution outside of scheduled maintenance, NABLA undertakes to restore availability as soon as possible after detecting the issue.

Given the complexity of the internet, disparities in capacity among different sub-networks, peak traffic periods, and various bottlenecks beyond NABLA’s control, NABLA shall not be held liable for:

• Access speeds from the CLIENT’s Configuration;
• External slowdowns;
• Transmission failures due to malfunction or failure of such networks.

In light of the nature and complexity of the technologies used in performing the Contract, each Party:

• Undertakes to exercise all reasonable diligence in performing the Contract;
• Acknowledges that the Solution may not be free from Incidents, failures, interruptions, or downtime.

In the event of Incidents attributable to one Party, the other Party agrees to promptly notify the former, which shall then use its best efforts to resolve the issue.

Where necessary, the Parties shall consult each other to mutually agree on the most appropriate solution, to be formalized by an addendum if such solution involves additional costs for NABLA.

2. Warranty on Client Data

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NABLA shall not be held liable for the quality or relevance of the Data used or generated by the CLIENT through the Solution. In this respect, it is the CLIENT’s responsibility to verify the accuracy and relevance of any Data generated via the Solution.

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3. Technical Warranty

NABLA warrants that the Solution complies with the technical and functional specifications as detailed in the Subscription Plan and the Documentation.

NABLA shall implement all necessary measures to ensure the best possible Solution availability rate, excluding scheduled maintenance periods.

NABLA shall not be held liable for incidents or unavailability resulting from:

• A force majeure event;
• The CLIENT’s failure to meet its obligations under the Contract;
• Misuse of the Solution by the CLIENT or its Users;
• The CLIENT’s failure to respond to NABLA’s requests;
• The CLIENT’s lack of cooperation in restoring the Solution;
• Failures by the certified health data host used by NABLA, beyond common law provisions;
• More generally, any cause beyond NABLA’s reasonable control.

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4. Suspension of the Solution

NABLA may suspend all or part of the Solution’s provision in the following cases:

• Misuse of the Solution by a User that may impair its functioning;
• Request or order by an administrative or judicial authority concerning Data hosted within the Solution’s framework.

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5. Solution Updates

NABLA reserves the right to freely update the Solution, including for legal or technological reasons, at its sole discretion, to introduce new features or enhance existing ones. Any Minor Update to Modules already subscribed to by the CLIENT shall be enforceable without prior notice upon deployment or communication by NABLA.

NABLA also reserves the right to amend the Subscription Plan to reflect Major Updates to the Solution, at its sole discretion. In such cases, NABLA may revise the price in accordance with the “Price Adjustment” clause. The CLIENT may terminate the Contract under Article 13 if it refuses such changes to the Subscription Plan.

If the CLIENT wishes to change the Subscription Plan or integrate new Modules corresponding to Major Updates, the Parties shall enter into an addendum modifying the Solution fee to reflect such changes and include the new Modules.

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

11. CLIENT OBLIGATIONS

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

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1. Use and Security

The CLIENT retains responsibility for the security and proper operation of the Solution on its Configuration and/or within its own applications—web, mobile, or otherwise—as well as all tasks carried out by its personnel or, more broadly, any subcontractor or natural/legal person designated by the CLIENT in the performance of this Contract and in the use of the Solution.

The obligations include, in particular:

• Compliance with the Solution’s Configuration specifications;
• No direct intervention by the CLIENT, and prohibition of any intervention by individuals other than those authorized by NABLA at the CLIENT’s request;
• Compliance with the recommendations of competent local authorities regarding security, such as the ANS, CNIL, and ANSSI in France;
• Use of a certified health data host as defined in Article L 1111-8 of the French Public Health Code, where applicable.

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2. Other Obligations

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The CLIENT declares full awareness of the legal and regulatory constraints related to health data, to which it is subject when using the Solution. As such, the CLIENT warrants that the specifications and features of the Solution comply with the legal and regulatory requirements applicable to it in its capacity as data controller or processor under the applicable Regulations and that it has fulfilled all its obligations, particularly with respect to allowing the Solution’s use by its Users in compliance with such Regulations.

12. INTELLECTUAL PROPERTY

NABLA remains the sole holder of all intellectual property rights related to the Modules and the Solution.

The Contract does not grant the CLIENT any ownership rights over the aforementioned elements. Accordingly, the CLIENT agrees not to use or exploit NABLA’s intellectual property rights for any purposes other than the use of the Modules and the Solution, and/or for the benefit of third parties, without NABLA’s prior authorization.

More generally, the CLIENT acknowledges that it acquires no intellectual property rights over the Solution, its Modules, its Adaptations, its New Versions, and/or its Updates, including any models and/or algorithms they contain—except for the usage rights granted under the license as defined in this Contract, and only for the strict duration thereof.

13. TERMINATION – CANCELLATION

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1. Early Termination

The Contract may be terminated by either Party by email in accordance with the procedure set forth in Article 22, no later than one (1) month prior to the expiry of the Initial Period or any Renewal Period. Termination shall take effect at the end of the current period.

The CLIENT may also request early termination in the event of changes to pricing or the scope of the license initiated by NABLA. In such cases, the Contract shall terminate at the end of the current month.

The obligation of either Party to engage in a conciliation attempt, as defined in Article 23 “Preliminary Conciliation,” does not apply under this clause.

2. Termination for Breach

In the event of a breach by either Party of any contractual obligation, not remedied within thirty (30) calendar days from the receipt of a registered letter or email with acknowledgment of receipt notifying said breach, the other Party may lawfully terminate the Contract in full or in part. This termination shall occur after a conciliation attempt as described in Article 23 “Preliminary Conciliation,” without prejudice to any damages the terminating Party may claim.

3. Termination for Specific Reasons

Each Party may also lawfully terminate the Contract in full or in part, without notice, by email in accordance with Article 22, stating the reason for termination and after an attempt at conciliation as set forth in Article 23, in any of the following cases:

• Serious risk to the reputation of one of the Parties;
• Proven legal or regulatory non-compliance as established by a final decision of a competent authority or court;

NABLA may also terminate the Contract in the event of a change of control of the CLIENT, within the meaning of Article L 233-3 of the French Commercial Code.

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14. CONSEQUENCES OF CONTRACT TERMINATION

Upon expiration or termination of the Contract for any reason, the CLIENT shall cease using the Solution on the contractual end date or on the date stated in the termination notice, unless otherwise agreed by the Parties.

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

The CLIENT must confirm in writing to NABLA within this same period that such removal has been completed.

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

All outstanding amounts owed to NABLA by the CLIENT as of the termination date shall become immediately due and payable.

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

15. FORCE MAJEURE

Upon the occurrence of a force majeure event or unforeseen circumstance within the meaning of Article 1218 of the French Civil Code, either Party shall notify the other by email within eight (8) days to discuss potential adjustments for continuing the Contract.

In the first instance, the Contract shall be suspended for the duration of the force majeure event.

If the force majeure situation lasts for more than three (3) months, the Parties agree to consult one another to determine the conditions under which the Contract may be terminated.

Neither Party shall be held liable for any failure to perform its contractual obligations due to a force majeure event

16. LIABILITY

It is expressly agreed between the Parties that:

• NABLA is subject to a best-efforts obligation (obligation de moyens) in fulfilling its duties and providing the Solution. The Parties acknowledge that NABLA’s liability can only be invoked by the CLIENT in the event of proven fault.
• Indirect damages and losses, such as commercial loss, lost orders, business interruption, lost profits, or damage to brand image, are not recoverable from NABLA.
• Any claim brought against the CLIENT by a third party arising from services and/or deliverables offered by the CLIENT to such third party using the Solution constitutes indirect harm and is not eligible for indemnification by NABLA. Notwithstanding this, NABLA's liability may be engaged under general legal conditions in the event of a third-party claim arising from the use of the Solution, subject to proven fault.
• NABLA shall not be held liable for any failure, malfunction, or interruption attributable to its health data hosting provider.
• In any case, NABLA’s total liability under the Contract shall be limited to the amount of the most recent annual license fee received by NABLA for the Solution.

Additionally, in executing the Contract, the CLIENT shall remain solely responsible for:

• The integration, deployment, and use of the Solution;
• Ensuring that the deployment and use of the Solution complies with all applicable Regulations, including Regulation (EU) 2017/745 of 5 April 2017 on medical devices;
• Any errors or malfunctions arising from the Data it produces and/or uses and the elements of the Configuration deployed;
• More generally, all consequences related to how the CLIENT’s Users use and operate the Solution.

The Solution is used under the CLIENT’s sole responsibility. It is expressly reminded that the Solution is intended as an aid for generating medical reports and can under no circumstances replace the analysis, judgment, or intervention of a qualified healthcare professional.

The CLIENT shall inform Users, where applicable, of their exclusive responsibility for verifying, validating, and ensuring the accuracy of the medical reports generated via the Solution.

17. INSURANCE

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The Parties acknowledge that they each maintain civil liability, operational, and professional insurance coverage sufficient to cover the financial consequences of material and immaterial damage, whether consequential or not, for which they may be held liable, including that caused by their employees or potential subcontractors during the performance of the Contract.

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18. CONFIDENTIALITY

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Each Party undertakes not to use, disclose, or communicate the other Party’s Confidential Information to any natural or legal person, by any means whatsoever, during the term of the Contract and for a period of five (5) years following its termination.

To this end, each Party agrees to protect the other Party’s Confidential Information with the same level of care it applies to its own confidential information.

The Parties further agree to:

• Prevent any disclosure of such Confidential Information outside of their respective companies, except when necessary to disclose such information to contractors in the context of performing the Contract;
• Not reproduce or cause to be reproduced all or part of documents containing or constituting Confidential Information;
• Return or destroy, upon expiration or termination of the Contract, all confidential documents of any nature received from the other Party;
• Not use the information for any purpose other than the performance of the Contract.

The Parties agree that this clause shall not apply to information that:

• Becomes publicly known through publication or by other means without breach of obligations by the receiving Party;
• Results from independent developments by the receiving Party or on its behalf by individuals with no access to the other Party’s Confidential Information;
• Is disclosed generally by the disclosing Party without specific restriction;
• Is required to be disclosed by court order.

The Contractual Documents shall be deemed Confidential Information under this clause.

The Parties further agree to treat their methods and know-how as Confidential Information and to use them solely for the limited purpose of providing the Solution. It is understood that each Party remains the sole owner of the elements constituting its own know-how.

By way of exception, each Party may refer to the existence of this Contract as a commercial reference.

19. PERSONAL DATA PROTECTION

The Parties acknowledge that provision of the Solution involves the processing of personal data, specifically health data, as defined under the applicable Regulations. In this regard:

• The CLIENT acts as the data controller or, where applicable, as a primary processor acting on behalf of the controller;
• NABLA acts solely as a data processor.

Additionally, the CLIENT expressly authorizes NABLA to anonymize the data generated through the Solution for reuse, particularly for research, development, or Solution improvement purposes. This authorization is given via acceptance of the corresponding setting in the Solution, which the CLIENT is free to deactivate at any time. In this context, the CLIENT acknowledges that such anonymization constitutes a compatible processing operation with the original purpose of processing and undertakes to inform data subjects accordingly through its privacy policy.

Independently from data processing performed as part of the Solution, each Party may process the personal data of the other Party’s employees as independent controllers solely for managing the contractual relationship, including negotiation, execution, and follow-up of the Contract.

Each Party undertakes to comply with the applicable Regulations regarding the processing of personal data under this Contract.

The terms and conditions under which NABLA, as a processor, performs personal data processing activities on behalf of the CLIENT in connection with the provision of the Solution are governed by the Data Protection Agreement.

20. ETHICS AND COMPLIANCE

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

• Neither it nor its officers, employees, agents, subcontractors, or any third party acting on its behalf has engaged or will engage in any act of corruption toward any officer, employee, agent, subcontractor, or third party acting on behalf of the other Party;
• It has implemented and shall maintain appropriate anti-corruption policies and internal controls to prevent and detect corruption within its organization, whether by its officers, employees, agents, subcontractors, or third parties acting on its behalf.

To the extent permitted by applicable law, each Party shall notify the other Party as soon as it becomes aware of or has reasonable grounds to suspect any activity in connection with this Contract that contravenes or may contravene this clause or any applicable anti-corruption law or regulation, as defined in the French Penal Code.

21. ASSIGNMENT OF THE CONTRACT

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This Contract is entered into intuitu personae, in consideration of the CLIENT’s identity. Accordingly, the CLIENT may not assign, in whole or in part, any of its rights or obligations under the Contract, whether for valuable consideration or free of charge, and regardless of the form, without NABLA’s prior express written consent. 

22. MISCELLANEOUS PROVISIONS

Each Party acts in its own name and on its own behalf. Neither Party may bind or represent the other.

Each Party remains solely responsible for its actions, statements, undertakings, services, products, and personnel.

The clause titles are provided for reference only. In the event of conflict or difficulty interpreting a clause and its title, the titles shall be deemed nonexistent.

This Contract constitutes the entire agreement between the Parties concerning its subject matter and prevails over any general terms of purchase, sale, or service of either Party, as well as over any prior undertaking, representation, or agreement with the same subject.

If any provision of this Contract is declared null, invalid, or unenforceable under applicable law or by final court decision, that provision shall be deemed unwritten without affecting the validity of the remaining provisions, which shall remain in full force.

Failure by either Party to enforce any provision of the Contract or to tolerate its breach, whether permanently or temporarily, shall not be construed as a waiver of such provision or of the right to enforce it later.

All communications relating to invoicing, application, or termination of the Contract must be addressed to the other Party using the email addresses provided at the time of license subscription. For NABLA, the relevant addresses are:

• For invoicing: office@nabla.com 
• For the Contract: leac@nabla.com 
• For maintenance: support@nabla.com

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23. PRELIMINARY CONCILIATION

In the event of a dispute regarding the interpretation or execution of the Contract, excluding payment deadline issues, the Parties shall endeavor to reach an amicable resolution as soon as possible.

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

This request may be sent by any means. The meeting shall be held within a maximum of fifteen (15) days from the receipt of the request, which must be sent by email.

If no resolution is reached, recorded in writing and signed by the Parties' representatives, or if no meeting is held within fifteen (15) days, the amicable procedure shall be deemed concluded.

24. GOVERNING LAW AND JURISDICTION

This Contract is governed by French law.

FOR ANY DISPUTE ARISING BETWEEN THE PARTIES CONCERNING THE INTERPRETATION OR EXECUTION OF THIS CONTRACT, AND AFTER AN ATTEMPT AT AMICABLE CONCILIATION, EXPRESS JURISDICTION IS GRANTED TO THE COMMERCIAL COURT OF PARIS, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS, INCLUDING URGENT OR PRECAUTIONARY MEASURES BY SUMMARY PROCEEDINGS OR EX PARTE APPLICATION.

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