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.

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.

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.

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.

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.

FINANCIAL CONDITIONS

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.

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.

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.

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.

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.

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.

SCOPE OF THE RIGHTS GRANTED

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.

Recommendations regarding the configuration

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

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.

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.

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.

CONDITIONS OF PROVISION OF THE SOLUTION

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.

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.

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.

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.

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.

OBLIGATIONS OF THE CLIENT

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

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.

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.

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.

DENUNCIATION - TERMINATION

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

Terms of Service

Last Updated: March 4^th, 2026

The following Terms of Service (the “Agreement”) is entered into by and between you and Nabla Technologies, Inc. (“Nabla”, “Company”, “we”, “us” or “our”). This Agreement governs your access to and use of our platform (“Platform”), our application (“App”), our application programming interfaces (each an “API”) or any other products and services made available by us (collectively, the “Services”).

Please read this Agreement carefully. By accessing or otherwise using the Services or by clicking to accept or agree to the Agreement when this option is made available to you, you:

acknowledge that you have read and understood this Agreement,
represent and warrant that you meet all of our eligibility requirements for using the Services as described in this Agreement, and
accept and agree to be bound by this Agreement, including any other terms and appendix applicable to the Services that are incorporated herein by reference.

If you are using the Services on behalf of an entity, you are agreeing to this Agreement for that entity and are representing to us that you have the authority to bind that entity to this Agreement (in which case “you” will refer to that entity). If you do not accept this Agreement or do not satisfy the eligibility requirements set forth below, you may not access or use the Services.

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

1. Privacy Policy

Your use of, and participation in, the Services offered by the Company is subject to the terms set forth in our privacy policy located at https://www.nabla.com/privacy-policy(the “Privacy Policy”). Our Privacy Policy details how we collect and use your information to manage this Agreement.

2. Changes to this Agreement

We reserve the right to update and revise this Agreement at any time. We’ll make sure to also change the “Last Updated” date at the top of this page so you can tell if this Agreement has changed since your last visit. Any such changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Please review this Agreement regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms. If you do not accept any modification to the Terms, you must stop using the Services. Notwithstanding the foregoing, any change to the Fees and Payment terms as described in Section 5 will enter in force only on the calendar month following the revision of this Agreement.

3. Use of the Services

Your use of the Services is subject to your compliance with this Agreement. By accessing and using the Services, you warrant that:

You are legally capable of entering into binding contracts;
All registration information you submit is truthful and accurate; “registration information” is understood to mean your registration information and not those of your patients.
You will maintain the accuracy of such information; and
Your use of the Services does not violate any applicable law or regulation.

3.1 Intended Use

The Services are designed and intended to be used by healthcare professionals and other authorized users for informational and assistive purposes only. The Services do not provide medical advice, medical treatment, legal advice, billing services, coding services, reimbursement services, or compliance determinations.

3.2 Eligibility

You can only use or receive the Services to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure this Agreement is in compliance with all laws, rules and regulations that apply to you. You are solely responsible for ensuring that your use of the Services complies with the laws of your specific jurisdiction.

3.3 License

We hereby grant you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by your End Users in accordance with this Agreement. In this Agreement, “End Users” refers to your staff (e.g. employees, contractors) authorized to use the Services under the conditions defined in the Agreement.

To the extent that your use of the Services involves the use and/or integration of our Platform or any of our APIs or Services, we hereby grant you, during the Term, a non-exclusive, non-transferable license (without the right to sublicense) to use the Platform and/or any API or API components and/or Services to:

develop and implement applications to assist you to access and use the Services (the “User Applications”); and
use the Platform, any API and/or any code related to either for the sole purposes of designing, developing, and testing such User Applications.

3.4 Restriction on use

You may only use the Services as explicitly authorized and in compliance with any policies as set forth herein or otherwise made available to you within the Services. No portion of the Services may be reproduced in any form or by any means. Without limiting the foregoing, you may not do any of the following while accessing or using the Services: (i) use the Services for any revenue generating endeavor, commercial enterprise, or other purpose other than for the permitted uses under this Agreement; (ii) express or imply that any statements you make are endorsed by Nabla; (iii) resell any Services for commercial purposes, except as expressly permitted herein; (iv) Modify, adapt, translate, reverse engineer, decompile, disassemble or convert into human readable form any of the contents of the Services not intended to be so read; (v) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (vi) bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services, including without limitation other accounts, computer systems or networks connected to the Services; (vii) run any form of auto-responder or “spam” on the Services; (viii) access or use the Services for any illegal or unauthorized purpose, including to harass, abuse, defame or otherwise infringe or violate the rights of any other party; or (ix) otherwise take any action in violation of this Agreement.

3.5 Modifications of the Services

We may from time to time in our sole discretion develop and provide updates to the Services, modify the Services, change the Services, restrict access to the Services (including to End Users) or withdraw or terminate the Services entirely, and we reserve the right to do so in our sole discretion without notice to you. Any such updates, modifications or changes will be deemed part of the Services and subject to all terms and conditions of this Agreement. Following such update, modification or change, you may terminate this Agreement without cause upon thirty (30) days written notice. We will not be liable to you or any third party for any modification, suspension, discontinuance or termination of the Services. In the event of modification suspension, discontinuance or termination, you will still be bound by your obligations under this Agreement, including the warranties made by you, and by the disclaimers and limitations of liability.

From time to time, you may have the option to use alpha or beta products, functions, features or modules (collectively, “Beta Products”) offered by Nabla. The Beta Products are not generally available and are provided “as is”. Nabla does not provide any indemnities, service level commitments or warranties, express or implied, including warranties of merchantability, title, non-infringement, and fitness for a particular purpose, in relation thereto. You or Nabla may terminate your access to the Beta Products at any time.

3.6 Availability of the Services

Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. We will restore the Services as soon as we reasonably can. We will not be liable to you if the Services are unavailable from time to time.

3.7 Compliance with laws

We do not make any representations or warranties that your use of the Services will satisfy or ensure your compliance with any legal obligations or applicable laws, rules, or regulations. You are solely responsible for ensuring compliance with all applicable laws and regulations. You acknowledge and agree to use the Services only for purposes that are legal, proper and in accordance with this Agreement and any applicable laws, rules or regulations.

Without limiting the foregoing, you will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information that you submit while using the Services; (ii) use commercially reasonable efforts to prevent unauthorized control or tampering or any other unauthorized access to, or use of, the Services and notify us immediately of any unauthorized use or security breach; (iii) comply with all applicable local, state, federal, and foreign laws (including laws regarding privacy and protection of personal or consumer information) in using the Services; and (iv) obtain and maintain all computer hardware, software and communications equipment needed to access the Services and pay all access charges incurred by you in connection with your use of the Services.

3.8 Term and Termination

The term of the Agreement shall commence on the earlier of (1) your first use of the Services, or (ii) mutual execution of an order form or invoice between you and Nabla, whichever is earlier (the “Effective Date”).

Your access to and use of the Services will last for an initial period of one (1) month (the “Initial term”) as of the Effective Date. At the end of the Initial Term, the Agreement will automatically renew for successive one (1) month periods a “Renewal Term”, and together with the Initial Term, the “Term”) unless either you provide 30 days written notice to the Company.

We can terminate your access to or use of the Services as a result of your having violated this Agreement or otherwise engaged in conduct that harms or is intended to harm us or the Services. We may also suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under this Agreement. Such termination or suspension may be immediate and without notice. A breach of this Agreement includes, without limitation, the unauthorized copying or download of content from the Services. We can also terminate this Agreement without cause and in our sole and complete discretion upon one (1) month’s prior written notice to you.

3.9 Effect of termination

If your access to the Services is terminated or suspended for any reason: (i) all rights granted under this Agreement will end, (ii) you agree to immediately terminate and cease use of all Services, and (iii) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. All sections of this Agreement that by their nature are intended to survive such suspension or termination shall so survive.

In addition, upon termination of the Services, we will, at your option, either return all your information, account data and patient information to you or delete all said information and data.

3.10 Service Outputs; Human Review

The Services may utilize artificial intelligence, machine learning, or similar technologies. Any outputs generated by the Services are provided for informational purposes only and may be incomplete, inaccurate, or outdated. Such outputs do not constitute medical advice, legal advice, billing advice, or compliance advice, and are suggestive outputs only. Nabla makes no representation or warranty that any coding output is accurate, complete, compliant, or reimbursable. You are solely responsible for reviewing, validating, and determining the appropriateness of any output prior to use, including for clinical decision-making, medical billing, or claims submission. You acknowledge and agree that human review is required for all outputs generated by the Services.

4. User Accounts

4.1 Account registration

To access and use the Services, you will be required to create a user account (“Account”). Any individual employed by a business that is a healthcare provider, telehealth company and any company that provides services to any of the foregoing who will be using the Services, is required to create their own Account.

In order for us to provide you the best possible service, you agree that, as part of the account creation process, you will provide us with complete and accurate information and also agree to keep your Account information up to date at all times. You agree that all information that you submit upon creation of your Account is accurate and truthful and you have the right to post the content on the Service and grant a license to Nabla for purposes of its provision of the Services. If any information on your Account or on the Services is incorrect or outdated, it can lead to errors or delays, for which we will not be responsible.

4.2 Account verification

If you are a healthcare provider or an employee or agent of a healthcare provider, telehealth company or any person or entity who provides services to any of the foregoing, in order to comply with applicable laws, rules and regulations, you may be required to, as necessary, verify your identity and credentials after registering your Account. After you have completed the registration process, we will send you an email providing the steps required to complete the verification process. If you are required to but do not complete the verification process, you may not be permitted to use the Services. We reserve the right to modify the verification process, including but not limited to automating the verification process, at any time in our sole discretion.

4.3 Responsibility for Account

If you create an Account, you are solely responsible for any activity that occurs through your Account.

You, your employees or agents should not share your Account information. You agree to not use another person’s Account or registration information to access or use the Services. You agree not to permit any third party to use your Account or registration information to access or use the Services. You are solely responsible for keeping your Account and Account password secure and for any consequence resulting from your failure to do so. You should never publish, distribute, or post login information for your Account.

4.4 Suspension or termination of Account

We reserve the right to disable any Account, username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement. You can always delete your Account by emailing us at support@nabla.com.

5. Fees.

5.1 Fees

The Services may include both paid-for Services, for which you will be charged fees (“Fees”) and free Services for which no fees are charged. The applicable Fees are available on our website or on the subscription portal. We reserve the right to, at any time and from time to time and upon reasonable advance notice to you, in our sole discretion, change the Fees we charge for the Services, including the right to charge Fees for Services that were previously free of charge. We may also at any time and from time to time, in our sole discretion, change or remove any of the pricing models in place. The new prices shall apply as of the calendar month following the notification. In case of refusal of the new prices, you remain free to terminate this Agreement by notifying us before the new prices enter in force.

5.2 Invoicing and Payment

Fees are invoiced in advance on monthly basis and payable upon receipt of the invoice by direct debit, credit card or other payment means notified to you at our sole discretion. The first invoice will cover the period from the Effective Date to the end of the then-current month. We may use third party payment service providers to collect any Fees you incur in the course of your use of the Services. Our third party payment service providers may receive and implement updated credit card information from your credit card issuer in order to prevent your payment or subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to third party payment service providers at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer. You agree not to hold us responsible for banking charges incurred due to payments on your account.

5.3 Late payments

You acknowledge that your failure to pay any Fees when due may result in suspension or termination of your use of the Services. If you fail to pay any of the fees or charges due hereunder, the Company reserves the right to, among other things, engage an attorney or a collections agency to collect the delinquent fees and charges. You agree to pay all fees and costs incurred by the Company in connection with the collection of such delinquent amounts, including without limitation, any and all court related costs, attorneys’ and/or collections agencies’ fees plus interest in an amount equal to the lesser of 1.0% per month or the maximum rate permitted by applicable law.

5.4 Taxes

You are responsible for all sales tax, use tax, value added taxes, withholding taxes and any other similar taxes and charge of any kind imposed by a governmental entity on the transactions contemplated by this Agreement. When we have the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section 5.4, the appropriate amount will be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. Customer Support.

Although we aim to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. We will use commercially reasonable efforts to provide technical support services to you in the event a fault or other issue with the Services occurs. If a fault or other issue occurs in our Services, please report it to us at support@nabla.com and we will review your complaint and, where we determine it appropriate to do so, correct the fault.

7. Confidential Information.

“Confidential Information” means all information provided or made available by or on behalf of the disclosing party (whether disclosed orally or disclosed or accessed in written, electronic, or other form of media, and whether or not marked, designated, or otherwise identified as “confidential”).

Each party agrees to: (a) take reasonable precautions to protect Confidential Information, and (b) not to use (except in the provision of the Service, or as otherwise permitted herein) or divulge to any third person any Confidential Information. The foregoing restrictions do not apply to: (i) any information that is in the public domain or already in the receiving party’s possession; (ii) was known to the receiving party prior to the date of disclosure; (iii) becomes known to the receiving party thereafter from a third party having an apparent bona fide right to disclose the information; or (iv) Confidential Information that the receiving party is obligated to produce pursuant to a court order or a valid administrative subpoena, providing receiving party provides disclosing party of timely notice of such court order or subpoena (unless receiving party is legally precluded from providing such notice).

This Section 7 will survive termination or expiration of your use of the Services.

8. Data Protection

The parties agree to comply with all applicable privacy, data protection, anti spam and other laws, rules, regulations and guidelines relating to protection, collection, use and distribution of Personal Information (as defined below). If required by applicable data protection legislation or other law or regulation, you will inform third parties that you are providing their Personal Information to us for processing and will ensure that any required third parties have given their consent to such disclosure and processing. “Personal Information” means any information that identifies, relates to, describes, or can be reasonably associated with or traced to, directly or indirectly, a particular individual or household, including an individual’s name, address, telephone number, email address, credit card information, social security number or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically).

9. Patient Information

As part of using the Services, you agree that you will comply with all laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”). You represent and warrant that you have all rights necessary to any information covered by HIPAA that you use or provide to us as part of your use of the Services.

If either of you or your organization are subject to HIPAA as a Covered Entity or Business Associate (as defined in HIPAA) and intend to use the Services in a manner that will cause us to create, receive, maintain, or transmit Protected Health Information (“PHI”) on your behalf, then, at the outset of creating an Account to use the Services for yourself or your organization, you and Nabla shall comply with the Business Associate Agreement attached hereto as Appendix I .

Notwithstanding anything to the contrary in this Agreement, in addition to any rights set forth in the BAA, you acknowledge and agree that Nabla may collect, process, and otherwise use de-identified data that is transmitted to Nabla through your use of the Services for training of Nabla’s internal artificial intelligence model, and Nabla may disclose such de-identified data in connection with the Services. Data will be de-identified in accordance with HIPAA regulations. For the avoidance of doubt, audio data does not include patient audio.

10. Intellectual Property

Except as otherwise expressly granted to you in this Agreement, we reserve and retain all right, title and interest in the Services, including without limitation, all technology and processes, enhancements or modifications thereto, trademarks, service marks, site design, text, video, graphics, logos, images and icons, as well as the arrangement thereof. You acknowledge that the Services contain proprietary content, information and material protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws, and you agree that, except with our prior written consent or as explicitly provided in this Agreement, using the Services does not,

give you any ownership of any intellectual property rights in our Services, or
grant you the right to display, modify, reproduce, distribute, create derivative works of, download, store, transmit or otherwise use any of our intellectual property.

Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.

In particular, audio or video content from Nabla not explicitly indicated as downloadable may not be downloaded or copied from the Services. You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Services. If you make other use of the Services, or the content, code, data or materials thereon, except as otherwise provided, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.

Other than to operate your business and the business of your affiliates who are authorized to use the Services, you may not access or use the Services (including any materials available through the Services) for any commercial purposes.. You acknowledge and agree that you do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted. Appropriate legal action may be taken for any illegal or unauthorized use of the Services.

11. Warranty Disclaimers; Limitation of Liability

THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY THE COMPANY OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES AND THE COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT ANY OF THE SERVICES OR ANY CONTENT AVAILABLE THROUGH ANY OF THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE FROM ERRORS OR OTHER DEFECTS (TECHNICAL OR OTHERWISE) THAT WILL BE CORRECTED, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR DEFECTS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

IN NO EVENT WHATSOEVER SHALL THE COMPANY, ITS AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIALS IN CONNECTION WITH THE SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. COMPANY NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES PAID BY YOU TO COMPANY IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED FOR ANY OF THE SERVICES OR FEATURE RELEVANT TO THE CLAIM, OR (2) US$500.00.

THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

12. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the Services or your use of any information obtained through the Services.

Company agrees to defend you and your affiliates, against any third party claim asserted, threatened, or brought against you or your affiliates, and pay damages and reasonable costs assessed against you or your affiliates by a court of competent jurisdiction (or, at Company’s option, that are included in a settlement of such claim or action in accordance herewith), to the extent such claim arises from infringement by the Services of such party’s copyrights, trademarks, trade secrets or patents issued as of the Effective Date.

13. Governing Law

No matter where you’re located, the laws of the state of New York will govern this Agreement and the relationship between you and the Company as if you signed this Agreement in New York, without regard to New York state’s conflicts of laws rules. If any provisions of this Agreement are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of this Agreement.

14. Disputes

In the event you or Company issue a written notice of a dispute, controversy or claim of any kind or nature arising under or in connection with this Agreement (a “Dispute”), each party will appoint a representative for the purpose of endeavoring to negotiate in good faith in an effort to resolve the Dispute without the necessity of any formal proceeding relating thereto. Notwithstanding any other provision of this Agreement, if a Dispute is not resolved by the parties within ninety (90) days after the issuance of written notice under this provision, either party may take any available action in law or in equity. Nothing in this provision shall prevent a party from seeking equitable relief before commencing or during the foregoing informal dispute resolution processes.

15. Severability

If it turns out that any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

16. Entire Agreement

This Agreement together with the Business Associate Agreement if any constitutes the entire agreement between you and the Company and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved by Company. In case of inconsistency between the Agreement and the Business Associate Agreement, the terms of the Agreement shall prevail.

17. Force Majeure

We will not be liable for any failure to perform any of our obligations stated in this Agreement if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, or our inability or delay in obtaining supplies of adequate or suitable materials.

18. Assignment

You cannot assign, transfer or sublicense your rights, obligations or responsibilities under this Agreement without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. This Agreement does not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.

19. Waiver

No waiver by any party of the other party’s failure to comply with any part of this Agreement shall be binding unless the waiver is in writing signed by the party giving the waiver. No waiver of or failure to exercise any option, right or privilege under the terms of this Agreement by either of the parties hereto on any occasion or occasions shall be construed to be a waiver of the same or of any other option, right or privilege on any other occasion.

20. Release

You release the Company and our successors from all losses, damages, rights, and demands and actions of any kind, including personal injuries, death, and property damage, that are directly or indirectly related to or arise from your use of the Services (collectively, “Claims”). If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, which, if known by him would have materially affected his settlement with the debtor.” This release does not apply to any Claims for unconscionable commercial practice by the Company or fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Services.

21. Comments, Concerns and Complaints

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: support@nabla.com.

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Appendix I: Business Associates Agreement

‍

This BUSINESS ASSOCIATE AGREEMENT (the “BAA”) is made and entered into by and between Nabla Technologies Inc., a company incorporated under the laws of Delaware (“Business Associate”) and a client who has entered a Terms of Service Agreement (the “Agreement”) with the Business Associate (“Covered Entity”), in accordance with the meaning given to those terms at 45 CFR §164.501. This BAA applies to the processing carried out by the Business Associate on behalf of the Covered Entity. In this BAA, Covered Entity and Business Associate are each a “Party” and, collectively, are the “Parties”.

BACKGROUND

I. Covered Entity is either a “covered entity” or “business associate” of a covered entity as each are

defined under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended by the HITECH Act (as defined below) and the related regulations promulgated by HHS (as defined below) (collectively, “HIPAA”) and, as such, is required to comply with HIPAA’s provisions regarding the confidentiality and privacy of Protected Health Information (as defined below);

II. The Parties have entered into one or more agreements under which Business Associate provides or will provide certain specified services to Covered Entity (collectively, the “Agreement”);

III. In providing services pursuant to the Agreement, Business Associate will have access to Protected Health Information;

IV. By providing the services pursuant to the Agreement, Business Associate will become a “business associate” of the Covered Entity as such term is defined under HIPAA;

V. Both Parties are committed to complying with all federal and state laws and all other applicable regulations and laws governing the confidentiality and privacy of health information, including, but not limited to, the Standards for Privacy of Individually Identifiable Health Information found at 45 CFR Part 160 and Part 164, Subparts A and E (collectively, the “Privacy Rule”); and

VI. Both Parties intend to protect the privacy and provide for the security of Protected Health Information disclosed to Business Associate pursuant to the terms of this Agreement, HIPAA and other applicable laws.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and the continued provision of PHI by Covered Entity to Business Associate under the Agreement in reliance on this BAA, the Parties agree as follows:

1. Definitions

For purposes of this BAA, the Parties give the following meaning to each of the terms in this Section 1 below. Any capitalized term used in this BAA, but not otherwise defined, has the meaning given to that term in the Privacy Rule or other pertinent law.

A. “Affiliate” means a subsidiary or affiliate of Covered Entity that is, or has been, considered a covered entity, as defined by HIPAA.

B. “Breach” means the acquisition, access, use, or disclosure of PHI in a manner not permitted under the Privacy Rule which compromises the security or privacy of the PHI, as defined in 45 CFR §164.402.

C. “Breach Notification Rule” means the portion of HIPAA set forth in Subpart D of 45 CFR Part 164.

D. “Data Aggregation” means, with respect to PHI created or received by Business Associate in its capacity as the “business associate” under HIPAA of Covered Entity, the combining of such PHI by Business Associate with the PHI received by Business Associate in its capacity as a business associate of one or more other “covered entity” under HIPAA, to permit data analyses that relate to the Health Care Operations (defined below) of the respective covered entities. The meaning of “data aggregation” in this BAA shall be consistent with the meaning given to that term in the Privacy Rule.

E. “Designated Record Set” has the meaning given to such term under the Privacy Rule, including 45 CFR §164.501.B.

F. “De-Identify” means to alter the PHI such that the resulting information meets the requirements described in 45 CFR §§164.514(a) and (b).

G. “Electronic PHI” means any PHI maintained in or transmitted by electronic media as defined in 45 CFR §160.103.

H. “Health Care Operations” has the meaning given to that term in 45 CFR §164.501.

I. “HHS” means the U.S. Department of Health and Human Services.

J. “HITECH Act” means the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, Public Law 111-005.

K. “Individual” has the same meaning given to that term i in 45 CFR §§164.501 and 160.130 and includes a person who qualifies as a personal representative in accordance with 45 CFR §164.502(g).

L. “Privacy Rule” means that portion of HIPAA set forth in 45 CFR Part 160 and Part 164, Subparts A and E.

M. “Protected Health Information” or “PHI” has the meaning given to the term “protected health information” in 45 CFR §§164.501 and 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity.

N. “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.

O. “Security Rule” means the Security Standards for the Protection of Electronic Health Information provided in 45 CFR Part 160 & Part 164, Subparts A and C.

P. “Unsecured Protected Health Information” or “Unsecured PHI” means any “protected health information” as defined in 45 CFR §§164.501 and 160.103 that is not rendered unusable, unreadable or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the HHS Secretary in the guidance issued pursuant to the HITECH Act and codified at 42 USC §17932(h).

2. Use and Disclosure of PHI.

A. Except as otherwise provided in this BAA, Business Associate may use or disclose PHI as reasonably necessary to provide the services described in the Agreement to Covered Entity, and to undertake other activities of Business Associate permitted or required of Business Associate by this BAA or as required by law.

B. Except as otherwise limited by this BAA or federal or state law or other applicable law, Covered Entity authorizes Business Associate to use the PHI in its possession for the proper management and administration of Business Associate’s business and to carry out its legal responsibilities. Business Associate may disclose PHI for its proper management and administration, provided that (i) the disclosures are required by law; or (ii) Business Associate obtains, in writing, prior to making any disclosure to a third party (a) reasonable assurances from this third party that the PHI will be held confidential as provided under this BAA and used or further disclosed only as required by law or for the purpose for which it was disclosed to this third party and (b) an agreement from this third party to notify Business Associate immediately of any breaches of the confidentiality of the PHI, to the extent it has knowledge of the breach.

C. Business Associate will not use or disclose PHI in a manner other than as provided in this BAA, as permitted under the Privacy Rule, or as required by law. Business Associate will use or disclose PHI, to the extent practicable, as a limited data set or limited to the minimum necessary amount of PHI to carry out the intended purpose of the use or disclosure, in accordance with Section 13405(b) of the HITECH Act (codified at 42 USC §17935(b)) and any of the act’s implementing regulations adopted by HHS, for each use or disclosure of PHI.

D. Upon request, Business Associate will make available to Covered Entity any of Covered Entity’s PHI that Business Associate or any of its agents or subcontractors have in their possession.

E. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR §164.502(j)(1).

F. Business Associate may de-identify any and all PHI created or received by Business Associate under this BAA in accordance with the requirements outlined in the HIPAA Regulations as permitted by the Agreement, and for (a) product improvement, development, and support, (b) technical support, (c) audit, corrective actions and diagnostics, and (d) other operational purposes in connection with the Services. Once PHI has been de-identified pursuant to 45 CFR 164.514(b), such information is no longer Protected Health Information and no longer subject to this BAA.

3. Safeguards Against Misuse of PHI

Business Associate will use appropriate safeguards to prevent the use or disclosure of PHI other than as provided by the Agreement or this BAA and Business Associate agrees to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity. Business Associate agrees to take reasonable steps, including providing adequate training to its employees to ensure compliance with this BAA and to ensure that the actions or omissions of its employees or agents do not cause Business Associate to breach the terms of this BAA.

4. Reporting Disclosures of PHI and Security Incidents

Business Associate will report to Covered Entity in writing any use or disclosure of PHI not provided for by this BAA of which it becomes aware and Business Associate agrees to report to Covered Entity any Security Incident affecting Electronic PHI of Covered Entity of which it becomes aware. Business Associate agrees to report any such event within five (5) business days of becoming aware of the event.

5. Reporting Breaches of Unsecured PHI

Business Associate will notify Covered Entity in writing promptly upon the discovery of any Breach of Unsecured PHI in accordance with the requirements set forth in 45 CFR §164.410, but in no case later than seven (7) calendar days after discovery of a Breach.

6. Mitigation of Disclosures of PHI

Business Associate will take reasonable measures to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of any use or disclosure of PHI by Business Associate or its agents or subcontractors in violation of the requirements of this BAA.

7. Agreements with Agents or Subcontractors

Business Associate will ensure that any of its agents or subcontractors that have access to, or to which Business Associate provides, PHI agree in writing to the restrictions and conditions concerning uses and disclosures of PHI contained in this BAA and agree to implement reasonable and appropriate safeguards to protect any Electronic PHI that it creates, receives, maintains or transmits on behalf of Business Associate or, through the Business Associate, Covered Entity.

8. Audit Report

Upon request, Business Associate will provide Covered Entity, or upstream Business Associate, with a copy of its most recent independent SOC 2 certification report or other mutually agreed upon independent standards based third party audit report. Covered Entity agrees not to re-disclose Business Associate’s audit report.

9. Access to PHI by Individuals.

A. Upon request, Business Associate agrees to furnish Covered Entity with copies of the PHI maintained by Business Associate in a Designated Record Set in the time and manner designated by Covered Entity to enable Covered Entity to respond to an Individual’s request for access to PHI under 45 CFR §164.524.

B. In the event any Individual or personal representative requests access to the Individual’s PHI directly from Business Associate, Business Associate within ten (10) business days, will forward that request to Covered Entity. Any disclosure of, or decision not to disclose, the PHI requested by an Individual or a personal representative and compliance with the requirements applicable to an Individual’s right to obtain access to PHI shall be the sole responsibility of Covered Entity.

10. Amendment of PHI.

A. Upon request and instruction from Covered Entity, Business Associate will amend PHI or a record about an Individual in a Designated Record Set that is maintained by, or otherwise within the possession of, Business Associate as directed by Covered Entity in accordance with procedures established by 45 CFR §164.526. Any request by Covered Entity to amend such information will be completed by Business Associate within ten (10) business days of Covered Entity’s request.

B. In the event that any Individual requests that Business Associate amend such Individual’s PHI or record in a Designated Record Set, Business Associate within ten (10) business days will forward this request to Covered Entity. Any amendment of, or decision not to amend, the PHI or record as requested by an Individual and compliance with the requirements applicable to an Individual’s right to request an amendment of PHI will be the sole responsibility of Covered Entity.

11. Accounting of Disclosures.

A. Business Associate will document any disclosures of PHI made by it to account for such disclosures as required by 45 CFR §164.528(a). Business Associate also will make available information related to such disclosures as would be required for Covered Entity to respond to a request for an accounting of disclosures in accordance with 45 CFR §164.528. At a minimum, Business Associate will furnish Covered Entity the following with respect to any covered disclosures by Business Associate: (i) the date of disclosure of PHI; (ii) the name of the entity or person who received PHI, and, if known, the address of such entity or person; (iii) a brief description of the PHI disclosed; and (iv) a brief statement of the purpose of the disclosure which includes the basis for such disclosure.

B. Business Associate will furnish to Covered Entity information collected in accordance with this Section 10, within ten (10) business days after written request by Covered Entity, to permit Covered Entity to make an accounting of disclosures as required by 45 CFR §164.528, or in the event that Covered Entity elects to provide an Individual with a list of its business associates, Business Associate will provide an accounting of its disclosures of PHI upon request of the Individual, if and to the extent that such accounting is required under the HITECH Act or under HHS regulations adopted in connection with the HITECH Act.

C. In the event an Individual delivers the initial request for an accounting directly to Business Associate, Business Associate will within ten (10) business days forward such request to Covered Entity.

12. Availability of Books and Records

Business Associate will make available its internal practices, books, agreements, records, and policies and procedures relating to the use and disclosure of PHI, upon request, to the Secretary of HHS for purposes of determining Covered Entity’s and Business Associate’s compliance with HIPAA, and this BAA.

13. Responsibilities of Covered Entity

With regard to the use and/or disclosure of Protected Health Information by Business Associate, Covered Entity agrees to:

A. Notify Business Associate of any limitation(s) in its notice of privacy practices in accordance with 45 CFR §164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

B. Notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

C. Notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

D. Except for data aggregation or management and administrative activities of Business Associate, Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA or other applicable law if done by Covered Entity.

14. Data Ownership.

Business Associate’s data stewardship does not confer data ownership rights on Business Associate with respect to any data shared with it under the Agreement.

15. Term and Termination.

A. This BAA will become effective from the date of signature of the Agreement, and will continue in effect until all obligations of the Parties have been met under the Agreement and under this BAA.

B. Covered Entity may terminate immediately this BAA, the Agreement, and any other related agreements if Covered Entity makes a determination that Business Associate has breached a material term of this BAA and Business Associate has failed to cure that material breach, to Covered Entity’s reasonable satisfaction, within 30 days after written notice from Covered Entity. Covered Entity may report the problem to the Secretary of HHS if termination is not feasible.

C. If Business Associate determines that Covered Entity has breached a material term of this BAA, then Business Associate will provide Covered Entity with written notice of the existence of the breach and shall provide Covered Entity with 30 days to cure the breach. Covered Entity’s failure to cure the breach within the 30-day period will be grounds for immediate termination of the Agreement and this BAA by Business Associate. Business Associate may report the breach to HHS.

D. Upon termination of the Agreement or this BAA for any reason, all PHI maintained by Business Associate will be returned to Covered Entity or destroyed by Business Associate. Business Associate will not retain any copies of such information. This provision will apply to PHI in the possession of Business Associate’s agents and subcontractors but will not include the PHI produced by Business Associate within the framework of article 2.C.. If return or destruction of the PHI is not feasible, in Business Associate’s reasonable judgment, Business Associate will furnish Covered Entity with notification, in writing, of the conditions that make return or destruction infeasible. Upon mutual agreement of the Parties that return or destruction of the PHI is infeasible, Business Associate will extend the protections of this BAA to such information for as long as Business Associate retains such information and will limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. The Parties understand that this Section 15.D. will survive any termination of this BAA.

16. Effect of BAA.

A. This BAA is a part of and subject to the terms of the Agreement and as such shall be governed by, and shall be construed in accordance with, the same law as the Agreement. In case of contradiction between the terms of this BAA and any term of the Agreement, the terms of this BAA will prevail if it does not conflict with applicable laws.

B. Except as expressly stated in this BAA or as provided by law, this BAA will not create any rights in favor of any third party.

17. Regulatory References.

A reference in this BAA to a section in HIPAA means the section as in effect or as amended at the time.

18. Notices

All notices, requests and demands or other communications to be given under this BAA to a Party will be made via electronic mail to the Party’s address given below:

A. If to Covered Entity, to the email address provided on the applicable invoice, unless otherwise provided to Business Associate

B. If to Business Associate, to: dpo@nabla.com

19. Amendments and Waiver

This BAA may not be modified, nor will any provision be waived or amended, except in writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events.