Terms of use

[AIONING WITH THE FUTURE™]

Platform Terms And Conditions

These Terms and Conditions (“Terms and Conditions” or “Agreement”) are applicable to the “Aioning With The Future™” Platform, a proprietary cloud-based platform used for the secure transmission, exchange, storage, and processing of data related to dental medical services and dental technician activities, in conjunction with communication between dental professionals and the Supplier, and the management of associated administrative processes (the “Platform”). The Platform includes all Updates related thereto, provided by Konstantinos Fragkoulopoulos (“Supplier” or  Konstantinos Fragkoulopoulos)  to the party(ies) (“Client”) listed on the applicable quote(s), order form(s) or any kind of documentation and/or entry into the Supplier’s systems (cumulatively the “Quote”). Supplier’s agreement to provide the Platform and any related services is conditioned upon Client’s acceptance of this Agreement and is strictly limited to the terms herein. Any terms or conditions issued by the Client, whether included in a Quote or in any other document or communication, shall not apply and are hereby expressly objected to and rejected.

Provision of the Platform or any services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend this Agreement. For the avoidance of doubt, the Client’s general terms and conditions are expressly excluded. Except for the express obligations set forth in this Agreement, Supplier does not assume any obligations to Client, and any statements made about the Platform and their respective functionality in communications with Client are for informational purposes only and do not give rise to any obligations on Supplier’s part. No Supplier obligations under this Agreement shall be construed as a guaranteed condition or other warranty not expressly provided for herein.

1. License. During the Term of this Agreement, and provided that Client complies with the restrictions set forth in Section 3 (“Client Restrictions”) below, Supplier hereby grants to Client a limited, royalty-free, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Platform for Client’s internal business purposes of securely transmitting data to the Supplier and the management of associated administrative processes (“Purpose”). Supplier authorizes any of Client’s employees, consultants, and/or contractors to use the Platform for the performance of their duties relating to the Purpose provided that such use shall be governed by Supplier’s procedures, including without limitation providing each user with a separate password and username in order to utilize the Platform. The Platform is licensed to the Client, and not sold. Client shall not (and shall not permit any authorized user to) decompile, disassemble or otherwise reverse engineer the Platform or attempt to discover source code or underlying ideas or algorithms of the Platform. Supplier reserves all rights not expressly granted to Client under these Terms and Conditions.
2. Client Obligations. Client shall maintain their infrastructure and devices pursuant to any Supplier’s requirements and guidelines provided during the Term (as defined in Section 19, below). Subject to the terms and conditions of this Agreement, Client shall be permitted to upload and use its Client Content on the Platform. “Client Content” means and includes any and all content and information uploaded, created using the Platform or otherwise provided by Client for use with the Platform that was not pre-existing on the Platform or provided by Supplier. Client is solely responsible for the suitability, content, use and quality of Client Content and the means by which Client acquired such content. Without limiting the generality of the above, Client is solely responsible for: (i) making and maintaining independent backup copies of all Client Content; and (ii) any document retention or archiving obligations imposed by applicable law or Client’s policy. Client is obliged to provide all information and data truthfully and completely and to always keep it up to date (e.g., contact information). Supplier shall not be responsible for any Client Content on the Platform or for any outcome or result being accurate, complete or up to date. It shall be the responsibility of the Client to check whether the content on the Platform is accurate, complete or up to date in the Client’s view and whether the content is suited for a particular area of application.

The Platform may contain links to other websites. Supplier is not responsible for the content of the platforms linked to the Platform, nor for their compliance with applicable law, including statutory data protection provisions. Supplier shall have no liability with respect to the accuracy, legality, reliability or validity of the content of other linked platforms. Platforms to which the Platform links may contain information or materials protected by copyright or other intellectual property rights, the use of which may require a license or permission from third parties. Clients are solely responsible for obtaining any such required license or permission.

2.5 Client will immediately notify Supplier: (i) if Client becomes aware of circumstances, and in particular incidents, that indicate: (a) the security and/or compliance standards under this Agreement may not be met, or (b) use of the Platform may pose a risk of personal injury or risk to the security and stability of Supplier’s, Client’s, or other user / partner’s systems; (ii) of any action taken by any government agency or court order that may interfere with Client’s use of Client Content under this Agreement; and (iii) if Client learns of any unauthorized access to Client’s account, the Platform or Platform.

3. Client Restrictions. Client acknowledges that the Platform constitutes and contains certain intellectual property rights and trade secrets of Supplier and its licensors, and, in order to protect such trade secrets and other interests that Supplier and its licensors may have in the Platform, Client agrees not to disassemble, decompile or reverse engineer the Platform nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable law. In addition, except as expressly authorized in this Agreement, Client will not (a) copy or modify the Platform, in whole or in part, (b) lease, lend or rent the Platform, use the Platform to provide service bureau, time sharing, rental, application services provider, software-as-a-service, hosting or other computer services to third parties, or otherwise make the functionality of the Platform available to third parties, (c) scan, probe, or test the vulnerability of the Platform or any service connected to the Platform, nor breach the authentication or security measures on the Platform or any network connected to the Platform, (d) trace, seek to trace, reverse look-up any information on any other user of or visitor to the Platform, or any other Client of Supplier, including any Supplier account not owned by Client, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Client’s own information, as provided for by the Platform, (e) attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server of Supplier, or to any of the services offered on or through the Platform, by hacking, password “mining” or any other illegitimate means, (f) use any “spider,” “robot,” “deep-link,” “page-scrape,” or other automatic device, program, methodology or algorithm, or any similar or equivalent manual process, to acquire, access, copy or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform; (g) use any software, device, or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform, (h) take any action, intentionally or unintentionally, that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or the systems or networks of Supplier, or any systems or networks connected to Supplier or the Platform, (i) use the Platform for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of Supplier or others, (j) transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, false, misleading, libelous, vulgar, obscene, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable, (k) impersonate any person or entity or falsely state or otherwise misrepresent Client’s affiliation with a person or entity, (l) forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other parties, (m) transmit, access or communicate any data that Client does not have a right to transmit under any law or under contractual or fiduciary relationships (such as health related data, personal data, proprietary and confidential information etc.); (n) transmit, access or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of Supplier, Client or any third party, (o) transmit, introduce, or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or any telecommunications equipment, including, without limitation, the Platform, (p) interfere with service to any user of the Platform, host or network, including, without limitation, via means of submitting a virus to the Platform, overloading, “flooding”, spamming”, mailbombing” or “crashing” or otherwise interfere with or disrupt or circumvent the Platform; (q) publish serial numbers, activation keys, “cracks”, or any other information with the intent or aptitude for software piracy or unlicensed use of the Platform; (r) violate any applicable local, provincial, territorial, national or international law, including securities exchange and any regulations, requirements, procedures or policies in force from time to time relating to the Platform; (s) monitor traffic or make search requests in order to accumulate information about individual users or collect or store personal data about other users; or (t) modify, delete, or damage any information contained on the personal computer of any Platform user.
4. Registration. Upon registration, Client agrees to provide current, accurate, and complete information required to register with the Platform and at other points as may be required in the course of using the Platform (“Registration Data”). Client must have a valid email address to become a registered user of the Platform. Further, Client agrees to maintain and update Client’s Registration Data as required to keep it current, accurate, and complete. Client agrees that Supplier may store and use the Registration Data Client provides for use in maintaining Client’s account. Supplier has the right to confirm or otherwise verify or check, in its sole discretion, the truth and accuracy of any registration information at any time. Verification of Client’s registration information, specifically, Client’s name, address and/or tax identification number, against a third party database may be considered to constitute a “credit check” under certain laws. Supplier is not making, as part of the registration process, and will not otherwise make, any type of inquiry to any third party regarding any individual’s credit history and personal financial information without first obtaining such individual’s express authorization to do so. Supplier may terminate Client’s rights to any part of or the entire Platform if any information Client provides is false, incomplete or inaccurate.
5. User Account. As a registered user of the Platform, Client will establish a user account (“User Account”) along with user ID(s) and password(s) (“Login Information”), subject to the terms and conditions presented at time of registration. Client will employ the security measures necessary to prevent unauthorized users from accessing the Platform and Client’s Login Information. Client is solely responsible for the maintenance of Client’s Login Information and Client’s User Account. Client accepts sole responsibility for and will be liable for all access to the Platform in connection with Client’s Login Information and User Account. Client will inform all authorized persons who are given access by Client to the Platform that such materials are confidential and contain trade secrets of Supplier licensed to Client as such. Without the prior written consent and such third party entering into a written agreement with Supplier, Client will not utilize the services of any third party to assist Client in using the Platform. Client will be responsible for all activities that occur under or in connection with Client’s User Account and Login Information. If Client is an entity, only Client’s bona fide employees, duly authorized agents and representatives may use the Platform under Client’s User Account and this Agreement applies to, and Client shall be responsible for, all of Client’s employees, representatives, agents, and any other person or entity that accesses the Platform through Client’s User Account. Subject to the above, Client warrants that no persons will have access to the Platform or any user manual or other documentation relating to the Platform without Supplier’s prior written consent. Client further represents that all permitted users who are technically capable of submitting statements and/or notifications through the User Account are acting on Client’s behalf and have the ability to bind Client.
6. Services and Updates.

6.1. General. Supplier will provide hosting services to Client during the Term of this Agreement on server resources under the control of Supplier. Unless expressly agreed otherwise, standard services are provided and enable Client to use the Platform agreed and generally provided by Supplier. Supplier is entitled to update and further develop the Platform in terms of technology, features and functionalities. With the provision of a new version, Client is no longer entitled to use earlier versions. If significant changes are made to the Platform that affect Client’s use, or if agreed Services are restricted, Supplier will, to the extent reasonable, notify Client at least two (2) business days before the changes take effect (e.g., by notice via the Platform). This notice period will not apply if Supplier reasonably believes that changes are necessary to avoid: (i) compromising the security or functionality of the Platform; or (ii) adversely affecting Supplier, its Affiliates, Clients or third parties.

Client is obligated to provide Supplier with any cooperation that is reasonable and appropriate for the proper performance of the Platform and related services. Client acknowledges that the proper performance of the Platform and related services depends on the timely and proper fulfillment of Client’s cooperation obligations. In particular, Client shall (i) provide Supplier with all data and information necessary to perform the agreed services in an appropriate format and in a timely manner, (ii) take reasonable steps to ensure that personnel involved in the receipt and use of the Supplier services on Client’s behalf are sufficiently qualified, and (iii) (if applicable) provide timely instructions, approvals or releases. If Client fails to cooperate in accordance with this Agreement, Supplier will not be responsible for any consequences resulting from such failure. Specifically, the Platform Availability and/or availability of the Platform affected by such failure to cooperate will be suspended for a period equal to the duration of Client’s failure to cooperate plus a reasonable time to resume. Supplier also reserves the right to change the Platform and the access conditions and to shut down the Platform in whole or in part at any time for operational reasons. If changes occur, Supplier will inform the users in

good time. It is Client’s responsibility to ensure that their use of the services is in compliance with applicable law, and Supplier assumes no responsibility for this.

6.2. Remote Services and Updates. During the Term, Supplier shall provide the following services to Client remotely (the “Remote Services”): install, monitor, access, troubleshoot problems, assist with user operations and upgrade Platform software. In addition, Supplier will provide the Client with Platform updates made generally available to all of Supplier’s Clients, including any corrections, fixes, modifications and improvements to the Platform (collectively, “Updates”). For the avoidance of doubt, Supplier shall have no obligation to provide any Remote Services or Updates upon termination or expiration of this Agreement.

6.3. Exclusions to Remote Services. Supplier will have no obligation of any kind to provide Remote Services of any kind for problems in the operation or performance of the Platform to the extent caused by any of the following (each, a “Client-Generated Error”): (a) non-Supplier software or hardware products or use of the Platform in conjunction therewith; (b) modifications to the Platform made by any party without Supplier’s express written authorization; (c) Client’s use of the Platform other than as authorized in this Agreement or as provided in the user manual or other [NAME] documentation; or (d) Client’s use of other than the most current version of the Platform or any error corrections or updates thereto provided by Supplier. If Supplier determines that it is necessary to perform Remote Services for a problem in the operation or performance of the Platform that is caused by a Client-Generated Error, then Supplier will notify Client thereof as soon as Supplier is aware of such Client-Generated Error and Supplier will have the right to invoice Client at Supplier’s then- current published time and materials rates for all such Maintenance Services performed by Supplier.

6.4. On-Site Services. Supplier may provide Client with on-site services for or related to the Platform (“On-site Services”) as may be described in one or more mutually agreed to Schedules or Quotes which shall contain items such as a description of the services, the services rate(s), and the services period. Client shall reimburse Supplier for travel and per diem expenses incurred in connection with On-site Services that are preapproved by Client in writing.

6.5. Subcontractors. Supplier may enter into contractual arrangements with independent contractors or subcontractors (collectively referred to as “Subcontractors”) to perform or otherwise assist Supplier in providing the On-site Services or Remote Services, provided however, that Supplier will not be relieved of its obligations under this Agreement because of any act or failure to act by any such Subcontractor(s) and will be fully liable for all such acts and omissions of the Subcontractor(s).

7. Medical Treatment. The Platform is intended solely to facilitate the transmission of data by Client to Supplier, acting in its capacity as a dental technician laboratory, for the purpose of enabling Supplier to perform dental technician services based on instructions and information provided by Client. The Platform is not intended to provide medical or clinical advice, nor to support or influence clinical decision-making. Client, through its duly licensed dental or medical professionals, retains full and exclusive responsibility for all medical aspects of patient care, including, without limitation, all diagnostic determinations, prescriptions, treatment plans, and clinical decisions. Supplier shall perform its services strictly in accordance with the data, specifications, and instructions provided by Client and shall have no responsibility or liability for the medical accuracy, completeness, or appropriateness of such information or for any clinical outcomes. Client acknowledges and agrees that Supplier does not practice medicine or dentistry and that any data transmitted via the Platform is provided under Client’s sole responsibility.

8. Intellectual Property. Client expressly acknowledges that, as between Supplier and Client, Supplier owns all worldwide right, title and interest in and to the Platform, and any copies thereof, including all worldwide intellectual property rights therein. Client will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on the Platform as delivered to Client. Supplier shall retain for Supplier all right, title and interest in any intellectual property created when performing any services or creating any other deliverables under this Agreement. Client hereby grants to Supplier (including Supplier’s affiliates and subcontractors) a limited, perpetual, transferable, royalty free, non-exclusive license to use, host, link, publish, transmit, display, sublicense and reproduce Client’s Content as necessary for the purpose of providing the Platform to Client and/or other clients. Supplier may make copies of Client Content in anonymous form, analyze and evaluate it, including for statistical purposes and to improve and further develop the Platform.
9. Third Party Technology. Any third-party technology, identified as such, provided, made available, linked to, or otherwise accessible through the Platform (“Third Party Technology”) is provided solely as a convenience to Client and is not under the control of Supplier. Supplier does not endorse, recommend, or otherwise make any representations or warranties with respect to any Third-Party Technology. Supplier does not have any responsibility or liability to Client for any Third-Party Technology which Client accesses and uses at their own risk. Further, Client agrees to comply with any and all terms and conditions applicable to the use of Third-Party Technology and otherwise ensure that Client has obtained all rights, licenses, and clearances that may be necessary to use such Third Party Technology.
10. Client Representations & Warranties. Client represents, warrants, and covenants to Supplier the following: (a) all information Client provides to Supplier as part of the registration process or otherwise will be truthful, accurate and complete, irrespective of any independent verification or other determination made by Supplier; (b) Client owns or controls the necessary rights and authority to grant the rights, and permissions made under this Agreement, and that the exercise of such rights, licenses and permissions by Supplier will not violate or otherwise infringe the rights of any third party; (c) this Agreement has been duly and validly authorized, accepted, agreed to, and delivered by Client (or Client’s authorized representative) and constitutes Client’s legal, valid, and binding obligation, enforceable against Client in accordance with these Terms and Conditions; and (d) the performance by Client of this Agreement and Client’s use of the Platform does not and will not conflict with or violate (1) any law, rule, regulation, order, judgment, decree, agreement, instrument, or obligation applicable to Client, or (2) if Client is an entity, any provision of Client’s organizational or governing documents.
11. Disclaimer. All representations, warranties and conditions, express, implied, statutory or otherwise, including without limitation with respect to title, noninfringement, merchantability, quality, description or fitness for a particular purpose, and any warranties arising out of course of dealing, usage or trade, are hereby disclaimed and excluded from this agreement. No advice or information, whether oral or written, obtained from Supplier or elsewhere will create any warranty or condition not expressly stated in this agreement. The platform and any third-party technology are made available on an “as is” and “as available” basis. without limiting the generality of the foregoing, supplier, its licensors, and suppliers make no representation, warranty or guarantee and there is no condition: (1) as to the content, sequence, accuracy, timeliness, relevance, or completeness of the platform or any content therein; (2) as to any information offered or provided within or through the Platform; or (3) that the Platform may be relied upon for any reason or purpose, will be uninterrupted or error free, or that any defects can or will be corrected. Further, Client’s use of the platform and any third-party technology is at Client’s own risk. Without limiting the generality of the foregoing, there is no representation, warranty, guarantee or condition that the Platform or third-party technology will meet Client’s specific requirements. To the extent that Supplier may not disclaim or exclude any representation, warranty, guarantee or condition as a matter of applicable law, the scope and duration of such representation, warranty, guarantee or condition will be the minimum permitted under such law.
12. Indemnification.

12.1. Supplier Indemnification. Supplier will defend Client and Client’s officers and directors from any allegations, claims, actions, suits or loss arising out of or relating to any claims of infringement of a third party’s intellectual property rights arising from Client’s use or possession of the Platform provided that Client: (a) promptly notifies Supplier in writing of the claim, provided however that the failure to promptly notify Supplier shall not reduce or affect the obligations of Supplier with respect thereto, except to the extent that Supplier is prejudiced thereby; and (b) provides Supplier, at Supplier’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. If Client’s use or possession of any part of the Platform is or is likely to be enjoined as an infringement of any third party intellectual property rights, Supplier shall, at Supplier’s option:

(i) procure for Client the right to continue to use the Platform under the terms of this Agreement; or (ii) replace or modify the Platform so that it is non- infringing.

Supplier shall not be required to indemnify and hold Client harmless from any intellectual property right infringement claim that results from:

(I) any Platform feature and/or services based on Client’s specifications; (II) modifications made to the Platform and/or any services without Supplier’s prior written approval; (III) use of the Platform and/or services by Client other than in accordance with the provisions of this Agreement; (IV) use of the Platform and/or services by Client with other hardware, software or any combination thereof other than in accordance with the provisions of this Agreement or other than as recommended by Supplier; (V) infringement of any hardware or software not manufactured by Supplier or any of its affiliates; or (VI) use of the Platform and/or services by Client or users who utilized third party links, software or websites.

The provisions of this section set forth Supplier’s sole and exclusive obligations and Client’s sole and exclusive remedies, with respect to infringement of misappropriation of intellectual property rights of any kind.

12.2. Client Indemnification. Client agrees to indemnify, defend, and hold harmless Supplier and its directors, officers and employees against any and all losses, liabilities, judgments, penalties, awards and costs, including costs of investigation and legal fees and expenses asserted against Supplier by a third party (collectively, a “Loss”) arising from or relating to (a) any claim for professional negligence against Client or any of its practitioners regarding the practice of any of the healing arts (b) Client’s breach of any of Client’s representations, warranties, covenants, or other agreements made under this Agreement, (c) any claims by or disputes related to Client’s use of the Platform between Client and any third party, and any Data Client provides to the Platform or otherwise transmits using the Platform. If Supplier receives a claim with respect to a potential Loss for which Supplier will or may seek indemnification (a “Claim”), Supplier shall provide Client with notice of the existence of such Claim and such information, documents and cooperation as are reasonably necessary to permit Client to establish a defense to such Claim. Client shall have the option to assume the defense of a Claim and to employ attorneys selected by it to defend it, in which case the costs and expenses of any such defense shall be the responsibility of Client.

13. Limitation of Liability. Supplier shall have no liability for any indirect, consequential, exemplary, special, incidental or punitive damages, including, without limitation, loss of profits, loss of data, loss of business or business interruption, even if it has been advised of the possibility of such damages, to the fullest extent permitted under applicable law. Supplier shall be fully liable for damages arising from its gross negligence or willful misconduct. In cases of slight negligence, supplier’s liability is excluded.
14. Confidential Information. Each party (“Receiving Party”) acknowledges that, in the course of the performance of this Agreement, it may learn certain confidential and proprietary information about the other party’s (“Disclosing Party”) business and operations that has been identified as “confidential” or proprietary or that the receiving Party knows or has reason to know to be confidential, including, without limitation, patient data, information or personal health information (“Confidential Information”). Except as otherwise provided in this Agreement, (i) Receiving Party agrees that it will keep all such information strictly confidential, and that it will not use it for any other purpose other than to exercise its rights and responsibilities under this Agreement, and that it will not resell, transfer, or otherwise disclose such information to any third party without the Disclosing Party’s specific, prior written consent, (ii) Receiving Party agrees that Disclosing Party is and shall remain the exclusive owner of Confidential Information disclosed hereunder and all patents, copyrights, trade secrets, trademarks and other intellectual property rights therein, and (iii) Receiving Party shall, upon the request of Disclosing Party, return to Disclosing Party all drawings, documents and other tangible manifestations of Confidential Information received by Receiving Party pursuant to this Agreement (and all copies and reproductions thereof). The obligations in this provision shall remain in effect following termination of this Agreement. Specifically excluded from the Parties’ confidentiality obligation is all information that: (a) was in the Receiving Party’s legitimate possession prior to receipt of such information from Disclosing Party; (b) that can be proven to have been independently developed by personnel of Receiving Party; (c) was rightfully received from third parties and, to the best knowledge of Receiving Party, without an obligation of confidentiality to Disclosing Party; (d) is in the public domain through means other than by breach of this Agreement by Receiving Party; or (e) is disclosed pursuant to any judicial or government request, requirement or order, provided that the Receiving Party takes reasonable steps to provide the Disclosing Party the ability to contest such request, requirement or order. The Parties acknowledge that Confidential Information has competitive value and that irreparable damage may result to the Disclosing Party if the Receiving Party discloses Confidential Information. The parties agree that legal proceedings at law or in equity, including injunctive relief, are appropriate in the event of a breach hereof without the duty of posting bond.
15. Term and Termination. This Agreement shall become effective upon registration in the Platform and shall continue for the period specified in the applicable Quote (“Initial Term”) and, unless otherwise specified in the Quote, shall automatically renew for consecutive periods equal to the Initial Term (each a “Renewal Term”), unless either Client or Supplier provides at least thirty (30) days’ written notice prior to the end of the then-current Term, of its intent not to renew (“Non-renewal”). The Initial Term of this Agreement and any Renewal Term(s) shall collectively be called the “Term.”

Supplier may suspend or terminate Client’s access to and use of the Platform as follows: (i) upon notice (as stated in the Quote) to Client that they have breached any term of this Agreement; or (ii) upon notice (if reasonably practicable) in the event of a security breach or other technical issue related to the Platform.

15.1. Termination upon Breach. Either Party may terminate this Agreement, with notice and thirty (30) days’ opportunity to cure, or immediately if, in the non-breaching party’s sole and reasonable opinion, no cure is practicable, if the other party refuses to or is unable to perform its obligations under this Agreement or is in breach of any material provision of this Agreement.

15.2. Effect of Termination or Expiration.

15.2.1 In the event of termination or non-renewal of this Agreement, all applicable fees paid under this Agreement are non-refundable.

15.2.2 Upon termination or expiration of this Agreement by either Party: (1) Supplier shall promptly deactivate –via remote access-Client’s User Account and access to the website; (2) Client will discontinue further use of the Platform and any licenses granted shall immediately terminate; (3) Client will promptly return to Supplier or (at Supplier’s request) will destroy all copies of the Platform; and (4) as applicable, Client shall permit Supplier to enter its premises to remove any property of Supplier. Client shall provide reasonable cooperation and facilitate prompt removal of the Platform and any such property, which shall be performed during normal business hours. Upon Client request, made within thirty (30) days of the effective date of termination, Supplier will provide Client with a file of its Client Content for download at Client’s expense. After such thirty (30) day period, Supplier shall have no obligation to retain or make available any Client Content and shall thereafter, unless otherwise required by applicable law, delete all Client Content in [NAME]’ systems or otherwise in its possession or control.

15.3. Survival. The following sections shall survive termination or expiration of this Agreement for any reason: 8 (“Intellectual Property”), 11 (“Disclaimer”), 12 (“Indemnification”), 13 (“Limitation of Liability”), 14 (“Confidential Information”), 15.2 (“Effect of Termination or Expiration”), 15.3 (“Survival”), 16.2 (”Data Processing”) and 18 (“General Terms”).

16. Compliance.

16.1. Compliance with Laws. By entering into this Agreement, the Parties specifically intend to comply with all applicable laws, rules and regulations, including but not limited to Privacy Laws (as defined in the Data Processing Agreement attached hereto as Exhibit A).

16.2. Data Processing. Supplier acknowledges that Client is subject to Privacy Laws (as defined in the Data Processing Agreement attached hereto as Exhibit A). Accordingly, the parties agree to comply with the terms and conditions of the Data Processing Agreement attached hereto as Exhibit A and incorporated by this reference. Client represents and certifies that, with respect to any images, data, and other information, including without limitation, any personal information (as defined by Privacy Laws) that Client transmits or otherwise provides to Supplier via the Platform (“Data”), Client has obtained all proper consents, authorizations, and rights necessary to provide and transmit the Data to Supplier via the Platform in accordance with all laws. To the extent and as permitted by applicable law, Supplier may monitor, collect and analyze Data based on use of the Platform and Platform performance to optimize, improve and support products and services, and for Supplier’s business and data analytics purposes,

and Supplier may disclose the same provided, however, that in connection with such use and disclosure, such Data is de-identified or anonymized in accordance with applicable laws, is aggregated, and does not identify individual patients. Client grants to Supplier all rights necessary with respect to the Data in order for Supplier to: (i) provide Client with services as specified in this Agreement; and (ii) use, reuse, publish and republish, reproduce, modify and display any Data, in whole or in part, in any manner or way whatsoever in order for Supplier to promote or offer its products or services, for any educational, scientific, research or training purpose and any marketing related thereto, provided that the Data is first de-identified or anonymized in accordance with applicable laws and does not identify individual patients. Client acknowledges and agrees that Supplier may preserve any transmittal or communication by Client through the Platform, or any other service offered on or though the Platform, and Data related to Client’s use of the Platform, and may also disclose such Data to others subject to compliance with applicable laws. Client agrees to indemnify and hold [NAME] harmless in the event a third-party disputes Supplier’s right under this Agreement to its use of the Data. Further, Supplier may also disclose such Data if required to do so by law or Supplier determines that such preservation or disclosure is reasonably necessary to (a) comply with legal process, (b) enforce this Agreement, (c) respond to claims that any such Data violates the rights of others, or (d) to protect the rights, property, or personal safety of Supplier, its employees, and users of the Platform.

16.3. Compliance Related Changes. The Parties recognize that the law and regulations may change or may be clarified, and that terms of this Agreement may need to be revised, on advice of counsel, in order to remain in compliance with such changes or clarifications, and the parties agree to negotiate in good faith revisions to the term or terms that cause the potential or actual violation or noncompliance.

In the event the parties are unable to agree to new or modified terms as required to bring the entire Agreement into compliance, either party may terminate this Agreement on thirty (30) days written notice to the other party, or earlier if necessary to prevent noncompliance with a deadline or effective date.

17. Suspension. Supplier shall be entitled to immediately suspend Client’s use of the Platform if, in Supplier’s reasonable discretion, Client breaches any provision of this Agreement. In addition, Supplier may impose a suspension if the suspension is required by law, by a court order, or at the request of a governmental entity. Supplier will notify Client of any suspension as soon as possible. If and to the extent a reason for suspension no longer exists, Supplier will restore Client’s access to the Platform within a reasonable period of time. Supplier’s right to suspension is in addition to any other rights and remedies Supplier may have, and restoration is without prejudice to any other rights and remedies Supplier may have.
18. General Terms.

18.1. Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between Client and Supplier as a result of this Agreement or use of the Platform or any related Remote Services or On-Site Services.

18.2. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the Hellenic Republic, without giving effect to conflicts of law provisions, and the parties agree that the courts in Athens, Greece shall have exclusive jurisdiction in any disputes, actions, claims or causes of action arising out of or in connection with this Agreement.

18.3. Waiver. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the party in writing.

18.4. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.

18.5. Assignment. Client may not assign its rights and obligations under this Agreement in full or in part by operation of law or otherwise, without [NAME]’s prior written consent. Supplier may freely assign this Agreement.

18.6. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, acts of God or governmental action.

18.7. Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing (unless otherwise specifically provided herein) and delivered to the address listed on the applicable Quote or as otherwise specified by a Party.

18.8. Headings. The headings and subheadings of clauses contained herein are used for convenience and ease of reference and shall not limit the scope or intent of the clause.

18.9. Conflicting Terms. Unless otherwise mutually agreed in writing, in the event that any terms and/or conditions in these Terms and Conditions conflict or are inconsistent with any terms and/or conditions in any other agreement between the parties, including but not limited to, amendments, addenda, exhibits and Quotes, then these Terms and Conditions shall prevail.

18.10. Entire Agreement. This Agreement, together with any applicable Quotes, exhibits, and agreements incorporated herein, represents the entire agreement between Supplier and Client with respect to the Platform and the services, obligations and responsibilities to be performed by the parties hereunder. Supplier and Client agree that all other agreements, proposals, purchase orders, representations and other understandings concerning the subject matter of this Agreement, whether oral or written, between the parties are superseded in their entirety by this Agreement. No alterations or modifications of this Agreement will be valid unless made in writing and signed by the parties. No attachment, supplement or exhibit to this Agreement shall be valid unless initialed by an authorized signatory of Supplier and Client.

18.11. Update to Terms. Supplier reserves the right to update the terms herein at any time at its sole discretion, in particular due to changes in applicable law or further developments of the Platform. Supplier will notify Client of any update to the terms at least thirty (30) days in advance, e.g. by email. The update will become binding on the parties upon expiration of the notification period, unless Client objects to the update, in writing, prior to the expiration of the notification period. In the event Client objects in writing, Supplier may terminate this Agreement with effect from the end of the notification period if it is impossible or unreasonable for Supplier to continue this Agreement without updating the terms. Supplier will inform Client of these consequences as part of the notification.