OVIANTA PLATFORM

GENERAL CONDITIONS OF SERVICE

THIS SERVICE AGREEMENT (“ CONTRACT ” OR “ SERVICE AGREEMENT ”) GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES OFFERED BY OVIANTA TECHNOLOGIES, SL (“ OVIANTA ”) AND ESTABLISHES THE LEGAL TERMS AND CONDITIONS THAT WILL APPLY TO YOUR USE OF THE SERVICES AND THE SITES (AS DEFINED BELOW).

BY ACCESSING OR USING THIS SERVICE, THE CUSTOMER AGREES, ON BEHALF OF A NATURAL OR LEGAL ENTITY, TO COMPLY WITH THE TERMS OF THIS AGREEMENT.

1. SERVICE

1.1 License

OVIANTA grants to the CUSTOMER a limited, non-exclusive, non-transferable license (without the right to sublicense), during the Service term specified in the Purchase Order, to (a) remotely access and use the OVIANTA Platform as described in the Purchase Order, (b) download, install, and use the CUSTOMER Libraries in connection with the CUSTOMER's use of the Service. The Service will be made available to the CUSTOMER solely as hosted by or on behalf of OVIANTA, and nothing in the Agreement may be construed as granting the CUSTOMER any right to receive any copies of the Service or software (other than the Customer Libraries). The CUSTOMER's access to and use of the Service will be subject to compliance with the conditions set forth in the Purchase Order and Documentation (such as, for example, any requirements regarding data format, number of Users, or prohibited uses).

THE CLIENT agrees to use the Service in compliance with applicable regulations, including, without limitation, the data protection and privacy regulations in force at any given time.

1.2 Access to the Service and availability

(a) CUSTOMER Systems . CUSTOMER shall be responsible for (i) the equipment, subscriptions, and credentials necessary for OVIANTA to receive CUSTOMER Data, and (ii) all servers, devices, storage, software (other than CUSTOMER Libraries), databases, network and communications equipment and ancillary services necessary to connect to, access, or otherwise use the Services on its premises (collectively, “ CUSTOMER Systems ”). CUSTOMER warrants that all CUSTOMER Systems are compatible with the Service and comply with all configurations and specifications described in the Documentation.

(b) Access to the Service. As part of the implementation process, the CLIENT will create a primary username and password that will be used to configure the CLIENT's account. The CLIENT may use the primary username and password to create sub-accounts for its Users (each with its corresponding login ID and password ). The CLIENT shall be responsible for any acts or omissions of any person accessing the Service using passwords or access processes provided or created by the CLIENT. OVIANTA reserves the right to refuse registration or cancel login IDs that violate the terms and conditions set forth in this Agreement. Upon becoming aware of such, the CLIENT shall immediately notify OVIANTA of any unauthorized use of the CLIENT's account or any other security breach or problem. Periodically, OVIANTA personnel may access the Service or the CLIENT's account for the purpose of maintaining and improving the Service, including providing technical support to the CLIENT regarding technical or billing matters. The CLIENT acknowledges and, where necessary, consents to such access. Such access will be carried out using an OVIANTA user account and, under no circumstances, by accessing individual user accounts or under the identity of the CLIENT's Users.

1.3 Service Availability

OVIANTA will use commercially reasonable efforts to maintain the availability of the Service for sending and receiving data, subject to interruptions resulting from maintenance, repairs, and upgrades. To the extent possible, OVIANTA will attempt to notify the CUSTOMER, electronically through the Service, of any scheduled Service suspensions. Notwithstanding the foregoing, OVIANTA will not be responsible for any failures of the Service or any other problems related to (a) CUSTOMER Data or CUSTOMER Systems, or (b) outages in telecommunications networks or internet access providers, networks or servers, or other equipment or services outside of OVIANTA's facilities or control.

1.4 Service Support

OVIANTA will provide the CUSTOMER with email and telephone support for the use of the Service during OVIANTA's business hours. The CUSTOMER agrees that OVIANTA will not be responsible for providing support in connection with problems, errors, or inquiries related to the CUSTOMER's Systems.

1.5 Additional Services

From time to time, the CLIENT may request and OVIANTA may agree to provide customization, consulting, training, or other additional services as mutually agreed between the Parties (" Additional Services "). The terms and conditions of any such agreements for the provision of Additional Services will be set forth in a specific engagement document to be agreed upon by the Parties with specific reference to this Agreement (" Engagement Document "), each of which shall be subject to the provisions of this Agreement. Unless otherwise agreed between the Parties and set forth in the relevant Engagement Document, all intellectual property and rights therein created by OVIANTA in the course of providing the Additional Services shall belong exclusively to OVIANTA.

2. FREE DEMO

In the event that OVIANTA has offered the CUSTOMER a free demo, OVIANTA will offer one or more Services on a free trial basis, which will last until (a) the end of the free trial period for which the CUSTOMER has registered and with respect to the applicable Services, or (b) the start date of any subscriptions to the Services entered into by the CUSTOMER, or (c) termination by OVIANTA in its sole discretion. The free trial may be subject to additional terms and conditions as detailed on the Website from time to time. Such additional terms and conditions shall be deemed incorporated by reference into this Agreement and shall be deemed legally binding.

3 LICENSE RESTRICTIONS AND CUSTOMER OBLIGATIONS

3.1 License Restrictions

The CUSTOMER may not, directly or indirectly: (i) use the Service or any Confidential Properties or Information to create a service, software or documentation that performs substantially the same functions as the Service; (ii) disassemble, decompile, reverse engineer the software or otherwise attempt to discover the source code, algorithms or trade secrets related to the Services, except to the extent permitted by applicable law; (iii) encumber, sublicense, transfer, distribute, rent, lease, share or use the OVIANTA Properties in connection with other service agreements or for the benefit of any third party; (iv) copy, reproduce, translate, adapt, merge, create derivative works from or in any other way modify any OVIANTA Property; or (v) use or permit the use of the Services to store or transfer any CUSTOMER Data that is controlled for export purposes under the Export Control Laws or any other relevant jurisdiction.

3.2 Unauthorized Uses of the Service

The CLIENT may not, directly or indirectly: (i) exceed the number of active Monthly Active Users; (ii) use single values or a continuous set of values as inputs to event attributes; (iii) interfere or attempt to interfere with the proper working of the Service or any activity conducted on the Service; (iv) circumvent any privacy settings or measures OVIANTA may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (v) use email lists, any form of auto-responder or " spam " on the Service; or (vi) use manual or automated software, devices or other processes to scrape any page of the Sites.

3.3 Protection of personal data

Due to the nature of this Agreement, in the course of providing the Services, OVIANTA may have access to personal data, including health data, which is the responsibility of the CLIENT or the CLIENT's patients (" Personal Data ").

In this regard, the Parties agree to comply with the provisions set forth in REGULATION EU 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (" GDPR ") and in Organic Law 3/2018 of 5 December on Data Protection and Guarantee of Digital Rights (LOPDGDD), or any regulations replacing it, by signing any documents necessary to regulate such access to files containing Personal Data.

In particular, the Parties will enter into the Data Processing Addendum ( DPA ), which forms part of the Agreement and sets out the subject matter and duration of the processing, the nature and manner of processing, the type of Personal Data and categories of data subjects, and the obligations and rights of both Parties with respect to the Personal Data, each acting reasonably and in good faith.

Pursuant to the DPA, OVIANTA will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including the anonymization and encryption of Personal Data. 

The CLIENT guarantees that it has obtained the explicit consent of its patients for the processing of their Personal Data, including the use by OVIANTA for the provision of the Services and, where applicable, for the processing of anonymized data for the purposes of analysis and improvement of the Services.

OVIANTA may use aggregated non-personal data for statistical analysis, reporting, and AI model training purposes, provided that such data does not allow for the identification of natural persons and the security measures required by applicable regulations are met.

3.4 Additional obligations of the CLIENT in relation to Personal Data

The CLIENT will be responsible for informing its patients about the use of OVIANTA Services and the security measures implemented, such as anonymization and encryption, to protect their Personal Data.

The CLIENT must notify OVIANTA without delay if it identifies any risk or vulnerability in the systems or data processing that could affect the security of the patients' Personal Data. 

4. ORDERS, PRICE AND PAYMENT

4.1 Purchase Order

The parties may agree to one or more Purchase Orders under this Agreement. Each Purchase Order shall detail the Service to be provided, the price of the Service, the period during which the Service will be provided, the billing terms, and any other terms agreed upon by the parties. OVIANTA shall only be responsible for providing the Service identified in a Purchase Order during the period specified in that Purchase Order.

4.2 Price of the Service

The CUSTOMER shall pay the price corresponding to the use of the Service (" Service Price ") in the amount and according to the billing schedule established in the Purchase Order. Unless otherwise established in the Purchase Order, OVIANTA will invoice the Service Price annually.

4.3 Price of Additional Services

The CLIENT must pay the price of the Additional Services according to the rates and billing schedule established in the Purchase Order.

4.4 Payment Terms

Payments are to be made in Euros to OVIANTA's account, in full, without offset, counterclaim, or deduction, within thirty (30) days of the invoice date. In the event of non-payment, OVIANTA may charge late payment interest at the rate of 1.5% per month or the maximum amount permitted by law, whichever is lower. The CLIENT agrees to reimburse OVIANTA for all expenses (including attorneys' fees) incurred by OVIANTA in collecting late payments. OVIANTA may also, at its sole discretion, suspend the CLIENT's access to the Service or terminate this Agreement if the CLIENT is not current in the payment of amounts owed to OVIANTA.

4.5 Taxes

The CLIENT shall be responsible for paying applicable Taxes and shall pay OVIANTA for the Services provided without any reduction in the corresponding amounts. If, in accordance with applicable regulations, OVIANTA is required to collect or pay Taxes, these will be invoiced to the CLIENT, unless the CLIENT provides OVIANTA with a valid tax exemption certificate issued by the relevant tax authority.

5. CONFIDENTIALITY

5.1 Scope

Confidential Information means all technical, legal, economic, commercial, organizational or any other type of information corresponding to either Party that by its nature could be considered confidential, regardless of the medium in which it is contained or the means used for its disclosure, as well as any analysis, compilation, study, summary or extract that either Party or both, jointly, have prepared based on the information/documentation initially disclosed by either of them. In particular, (a) the Service, OVIANTA Properties and pricing information shall be considered OVIANTA Confidential Information, and (b) the CUSTOMER Data (including personal data) shall be considered the CUSTOMER's Confidential Information.

5.2 Confidentiality

Both Parties undertake, with respect to the Confidential Information, to (i) keep it secret, including, this duty, any disclosure of the information, not only to third parties but also to any person not authorized by virtue of this Agreement; (ii) adopt all necessary measures to prevent such information from becoming known to third parties not authorized by the owner thereof. In this regard, each Party shall protect the Confidential Information of the other party using the same means of protection it uses to protect its own Confidential Information and never using means less than those reasonably required considering the nature of the information and the state of the art; (iii) not use the Confidential Information, directly or indirectly, for any purpose other than the provision of the Services; (iv) Restrict access to the Confidential Information only to those employees, whether its own or subcontracted, who must know it in order to execute the Agreement; (v) Not to reproduce or copy the Confidential Information unless it is essential to comply with the provisions of this Agreement or prior written consent is obtained from the party to which it belongs. 

5.3 Mandatory Disclosure

In the event that either Party is required by a judicial or administrative authority to provide Confidential Information of the other Party, it shall notify the other Party in advance and restrict its disclosure as much as the request allows.

6. PROPERTY RIGHTS

6.1 Results and CUSTOMER Data

The CLIENT shall own all rights, title, and interest (including all intellectual property and other proprietary rights) related to the Results, the CLIENT Data, and the CLIENT Systems. The CLIENT grants OVIANTA a non-exclusive, royalty-free, and licensed right to access, use, copy, process, and store the CLIENT Data solely for the purpose of providing the Service. The CLIENT acknowledges and agrees that the Service depends on the availability of the CLIENT Data. The CLIENT shall be solely responsible for the CLIENT Data collected from Users during the CLIENT's use of the Services, including the accuracy and completeness of such information. Unless otherwise set forth in the Purchase Order, OVIANTA shall have no obligation to store the CLIENT Data or Results. Except for the limited rights and licenses granted herein, no other licenses are granted, no other use is permitted, and Client shall retain all right, title, and interest (including all intellectual property and proprietary rights therein) in and to the Results, CLIENT Data, and CLIENT Systems.

6.2 Service Feedback

The CLIENT may, at its sole discretion, propose changes, modifications, or improvements to the Service (" Feedback "). Any feedback generated will become the exclusive property of OVIANTA (including any intellectual property rights that may arise) and will be considered OVIANTA's Confidential Information. The CLIENT undertakes to take all necessary actions to formalize such ownership.

6.3 OVIANTA Property

The CLIENT declares that it knows and accepts that the OVIANTA Platform, including the OVIANTA Software and any other associated software, hardware and documentation, has been created by OVIANTA, which will retain all intellectual, industrial or any other property rights over it, which may not be subject to further modification, copying, alteration, reproduction, adaptation or translation by the CLIENT. 

The structure, characteristics, codes, working methods, information systems, development tools, know-how, methodologies, processes, technologies or algorithms of the OVIANTA Platform are the property of OVIANTA, or of its suppliers, having been, in the latter case, subject to license or transfer by them, and are protected by Spanish or international intellectual and industrial property regulations, and may not be subject to further modification, copying, alteration, reproduction, adaptation or translation by the CLIENT.

The CLIENT's access to the OVIANTA Platform does not imply, under any circumstances, the transfer of ownership or the granting of a right of use in favor of the CLIENT other than that granted in this Contract or in the Purchase Order.

AI models, algorithms, and any improvements derived from the use of anonymized and aggregated CLIENT data will be the exclusive property of OVIANTA, provided that they do not allow the direct or indirect identification of natural persons and comply with applicable legal provisions.

6.4 Aggregate data

The CLIENT agrees that OVIANTA is free to (i) collect, use, and create derivative works from data related to the use of the Service and performance derived from the Results; (ii) aggregate such data with other data to create compilations and analyses of such data (“ Aggregated Data ”); and (iii) use, copy, modify, create derivative works from, publish, and share such Aggregated Data in a manner that does not directly or indirectly identify CLIENTS or any individual person. OVIANTA shall own all rights, titles, and interests in and to the Aggregated Data and any derivative works. The CLIENT grants OVIANTA a non-exclusive, royalty-free, and licensed right to access, use, copy, process, and store the CLIENT Data solely for the purpose of providing the Service and, once such data has been duly anonymized, for statistical purposes, modeling, and technological improvements to the OVIANTA platform in accordance with applicable data protection regulations. In addition, OVIANTA will be fully free to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) related to the Results or acquired during the provision of the Service (including, without limitation, those that it may have acquired by providing the same or similar services to another client).

7. WARRANTIES AND LIMITATIONS

7.1 CUSTOMER data

With respect to the CUSTOMER Data, CUSTOMER represents and warrants that it owns all right, title and interest, or that it holds all necessary license rights to permit the use contemplated by this Agreement.

7.2 Service

OVIANTA represents and warrants to the CLIENT that the Service will be provided in a professional manner in accordance with the terms of this Agreement and the Documentation. Any warranty claim in relation to this clause 7.2 must be made in writing within thirty (30) days of the provision of the services that are the subject of the claim. OVIANTA's liability shall in all cases be limited to correcting or re-performing the Service that has been provided in a non-compliant manner, this being the sole right that the CLIENT may claim.

7.3 Waivers 

Except as specifically set forth in this Section 7, to the fullest extent permitted by law, each Party (on its own behalf, its affiliates, and its suppliers) disclaims all warranties and representations, whether express or implied, oral or written, including, without limitation, any warranties of non-infringement, merchantability, and fitness for a particular purpose, as well as any warranties arising from a course of dealing, performance of the Services, or any business dealings. Without limiting the foregoing, OVIANTA makes no warranty that the Service will meet CUSTOMER's requirements or that it will operate uninterruptedly, error-free, or virus-free. 

8. RESPONSIBILITY

8.1 OVIANTA shall be liable for damages caused by fault or negligence arising from its actions, with the corresponding compensation not exceeding, in any case, the amount corresponding to the price of the LICENSE actually paid by the CLIENT to OVIANTA at the time the cause that gave rise to the compensation occurred.

Under no circumstances shall the Parties be liable for any indirect, incidental, special, or consequential damages, including loss of profits, revenue, data, or use suffered by either Party or a third party, even if the other Party or any other person has been advised of the possibility of such damages. Consequently, it shall be the obligation of the CLIENT, and not OVIANTA, to make backup copies with sufficient frequency, as well as to install security measures and obtain licenses and implement antivirus, firewall, or any other programs that may be necessary to maintain the integrity, confidentiality, and security of the CLIENT's data and systems.

OVIANTA shall not be liable to the CLIENT, among other circumstances, for the following: (i) if the Software is not used in accordance with the documentation provided to the CLIENT by OVIANTA; (ii) if the failure is caused by manipulations of the Software not previously authorized by OVIANTA or by third-party software.

9. THIRD PARTY CLAIMS

The CLIENT agrees to (i) defend OVIANTA against any third-party claim or demand arising from or arising out of (a) the CLIENT's breach of its obligations under clause 3.3 above, (b) the CLIENT's breach of the representations and warranties set forth in clause 7.1 above, or (c) any violation of any third party's personal rights related to the CLIENT's use of the Services; and (ii) indemnify OVIANTA against any losses declared by a court or judge competent or agreed to in an out-of-court settlement in relation to such claim or demand; to the extent that (i) OVIANTA promptly notifies the CLIENT in writing and provides reasonable cooperation, information and assistance in relation to it, and (ii) the CLIENT has direct control to defend and reach any settlements in relation to such claim or demand.

10. TERM AND TERMINATION

10.1 Term of the Contract

The Agreement shall commence on the Effective Date and shall continue in effect until (i) either Party gives thirty (30) days' written notice to the other Party of its termination of the Agreement, provided that no Purchase Order(s) are in effect, or (ii) if one or more Purchase Order(s) are in effect, upon the expiration of the latest expiration point on such existing Purchase Order(s); whichever is later.

10.2 Purchase Order Term

The initial term will be considered the term set forth in the Purchase Order (“ Initial Term ”). Purchase Orders will be automatically renewed for additional periods of [ 1 year ] (“ Renewal Term ”) at the end of the Initial Term and each of the Renewal Terms (the Initial Term and the Renewal Term collectively considered as “ Term ”), unless either party notifies the other in writing of non-renewal, at least thirty (30) days prior to the end of the Term. Purchase Orders will not be subject to termination except as set forth in section 10.3 below.

10.3 Resolution of the Purchase Order

Purchase Orders may be terminated by either Party if the other Party materially breaches the Agreement or Purchase Order in question and such breach is not remedied within thirty (30) days of written notice thereof by the other Party.

10.4 Effects of Termination

In the event of any termination or expiration of this Agreement (including any Purchase Orders): (i) any rights granted by either Party to the other will immediately cease; (ii) OVIANTA will permit CUSTOMER to access and export the CUSTOMER Data, with OVIANTA's then-current fees for the applicable Services applying; (iii) after ninety (90) days, OVIANTA will delete the CUSTOMER Data by removing pointers to the CUSTOMER Data from OVIANTA's active and replicated servers; and (iv) each Party, upon request of the other, will use reasonable efforts to immediately return or destroy any Confidential Information of the other in its possession.

11. GENERAL CLAUSES

11.1 Entire Agreement

This Agreement and its Annexes constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede and cancel all negotiations, commitments, agreements, and communications, whether verbal or written, that they may have reached on this matter prior to the signing of this document. The application of any other terms and conditions is also excluded by mutual agreement.

If any of the clauses of this Agreement are found to be null, invalid or cease to have effect between the Parties, whatever the cause, the remaining clauses of the Agreement shall continue to be valid and enforceable by the Parties, except in the case that the benefits or considerations that are the subject of the null, invalid or ineffective clause would have been decisive in the offer or its acceptance, such that without such benefits or considerations one or both of the Parties would not have entered into this Agreement.

11.2 Applicable law and dispute resolution

Any dispute arising from the interpretation or execution of this Agreement or any of its eventual modifications, as well as any breach thereof, shall be construed in accordance with Spanish law. 

For the resolution of any dispute related to the provisions of this Agreement or its execution, OVIANTA and the CLIENT expressly submit to the Courts and Tribunals of Barcelona, waiving any other jurisdiction that may apply. The language to be used will be Spanish.

11.3 Submission to the Laws

Each Party shall comply with any applicable laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.

11.4 Force majeure

The Parties shall not be liable for any failure to perform their obligations under this Agreement to the extent that such failure is due to causes reasonably beyond the control of the breaching Party, such as, but not limited to, fire, flood, strikes, labor disputes or other social disturbances, shortage or unavailability of fuel or electrical power, unavailability or malfunction of communications networks, accidents, wars (declared or undeclared), trade embargoes, blockades, riots or insurrections.

11.5 Advertising

The CLIENT agrees that OVIANTA may include the CLIENT's name or brand in an OVIANTA customer list, online, or in promotional materials. Furthermore, the CLIENT also agrees that OVIANTA may verbally refer to the CLIENT as a CUSTOMER of OVIANTA products or services, as stipulated in this AGREEMENT.

OVIANTA will not reference any specific information related to patient data or data processed through the Services, in order to protect data privacy and confidentiality. However, it may use aggregated data that has been properly anonymized and that does not allow the identification of any individual in its communications and promotional materials, highlighting trends and the overall impact of the services, provided that applicable data protection regulations are complied with.

11.6 Notifications

Any notice or communication of termination or breach of this Agreement must be made in writing to the other Party at the address specified in the Purchase Order. Notices will be deemed delivered upon receipt, as evidenced by the corresponding physical or electronic acknowledgment of receipt (as applicable). 

11.7 Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except in the case of an assignment to any Company within its Group, provided that: (i) the assignee agrees in writing to be bound by the terms of this Agreement; (ii) the assignor notifies the other party of such assignment; and (iii) in cases where the assignor is the CLIENT, the assignee successfully passes all credit checks required by OVIANTA.

11.8 OVIANTA may subcontract all or part of the performance of its obligations under this Agreement without obtaining the CLIENT's prior written consent. OVIANTA will nevertheless remain fully responsible for their performance, particularly for any actions and/or omissions of its subcontractors in this regard, just as if they were its own actions and/or omissions.

11.9 Subsistence

If any Clause of this Framework Agreement is declared, totally or partially, null or ineffective, such nullity or ineffectiveness will affect only that provision or the part thereof that is null or ineffective, the Contract remaining in force in all other respects, such provision, or the part thereof that is affected, being considered as not included.

11.10 Third Parties 

This Agreement does not confer any rights for the benefit of third parties, unless expressly provided otherwise.

12. DEFINITIONS

12.1 “CLIENT” means the customer.

12.2 “CLIENT Data” means all information, data or other content provided by the CUSTOMER in connection with the use of the Service, including, without limitation, any data and information transmitted to the Service through the CUSTOMER's Libraries.

12.3 “CLIENT Libraries” means the CLIENT libraries provided by OVIANTA and installed in the CLIENT applications for the purpose of collecting CLIENT Data and sending such data to the OVIANTA Platform.

12.4 “Documentation” means any manuals or implementation guides, help information, and other User documentation relating to the Service provided by OVIANTA to the CUSTOMER in electronic or other format.

12.5 “OVIANTA Platform” means the platform owned by OVIANTA, based on artificial intelligence that provides healthcare professionals with a set of tools that allow them to automate clinical management processes, facilitating a greater impact on the lives of patients.

12.6 "OVIANTA Property" means any ideas, concepts, inventions, systems, platforms, software, interfaces, tools, services, models, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information acquired, created, developed or licensed by OVIANTA prior to or outside the scope of this Agreement, and any improvements, modifications, extensions or derivative works thereof, and any related intellectual property rights, including, without limitation, the Service, Client Libraries, Documentation and Aggregate Data. Client Data and Results are excluded from OVIANTA Property.

12.7 “Active Monthly Users” means each individual installation of the CUSTOMER Application that may transmit CUSTOMER Data during the Contract Term.

12.8 “Purchase Order” means a purchase order in reference to this Agreement that has been mutually agreed upon and signed by the Parties.

12.9 “Results” means the work resulting from the Services provided by OVIANTA to the CLIENT through the Service, based, as required, on the CLIENT’s Data. Results expressly exclude any OVIANTA Property.

12.10 “Service” or “Services” means the service offered through the OVIANTA Platform and provided to the CUSTOMER in accordance with this Agreement, as identified in the Purchase Order and updated by OVIANTA in its sole discretion.

12.11 “Sites” means websites or other sites managed by OVIANTA that are accessible by the CLIENT under the provisions of this Agreement.

12.12 “User” means a natural person authorized by the CUSTOMER to use the Service, for whom the CUSTOMER has purchased a subscription (or, in the case of Services provided by OVIANTA free of charge, for whom the Service is provided), and in relation to whom the CUSTOMER (or, where applicable, OVIANTA at the CUSTOMER's request) has provided a username and password (in relation to Services that require authentication). By way of example, Users may include employees, consultants, suppliers, or agents of the CUSTOMER, as well as third parties with whom the CUSTOMER maintains business relationships.

12.13 “Aggregated Data” means data derived from the analysis or processing of CUSTOMER Data, combined or transformed in such a way that it cannot be used to identify any natural person directly or indirectly.

Last adaptation: November 2024