Terms Of Use

The company ASKARA has developed an innovative software to help and assist health professionals in writing and sending various letters and administrative formalities (hereinafter referred to as “” Software package ”).

This Software Package called “ASKARA” can be used as an application accessible remotely as a service, via the Internet online, in Saas mode (“Software as a Service”) directly from the URL address:

IMPORTANT ADVANCE INFORMATION

The user of the Software Package (hereinafter referred to as the “Customer”) is informed and acknowledges that the ASKARA Software Package was developed in a standard manner by the company ASKARA, publisher and owner of the Software Package, to meet the needs of the largest number of users. This Software does not therefore correspond to software specifically developed for any order placed by the Customer in order to obtain a right of access and use of the Software in accordance with the terms of these General Terms of Use in return, in the event of an option for paid functionalities, in return for the payment of a fee for use by the Customer (hereinafter referred to as “” Subscription ”).

ASKARA therefore cannot guarantee the adaptation of the Software Package to the Client's own and/or specific needs. It is the Customer's responsibility to ensure that the Software is adequate to its own and/or specific needs.

These General Terms of Use have been made available to the Customer before taking out a Subscription. They are always available at the following link https://www.askara.ai/terms-of-service. The Customer is informed of the availability only digital, excluding paper, of this document, which is easily downloadable, and of the fact that it is important to download it for documentation purposes, future reference and identical reproduction.

THE SOLE PURPOSE OF THE ASKARA SOFTWARE PACKAGE IS TO BE AN AID AND ASSISTANCE TO HEALTH PROFESSIONALS IN THEIR ADMINISTRATIVE PROCEDURES AND IN MAINTAINING PATIENT RECORDS. THIS SOFTWARE PACKAGE IS IN NO WAY INTENDED TO BE USED AS PRESCRIPTION, PREVENTIVE, DIAGNOSTIC, DIAGNOSTIC, CARE OR MEDICO-SOCIAL SERVICES ON BEHALF OF NATURAL PERSONS OR TO REPLACE ANY DECISION THAT IT IS UP TO HEALTH PROFESSIONALS ALONE TO MAKE PERSONALLY. Consequently, the Customer undertakes to use the Software and all results obtained by its implementation under its exclusive responsibility, without possible recourse against ASKARA. In particular, ASKARA cannot be held liable for errors, omissions or inaccuracies, regardless of the cause, in the results obtained using the Software. It is the Customer's responsibility to check all results before use.

Section 1. Purpose

The purpose of these General Conditions of Use of the Software is to define the conditions and limits under which the company ASKARA, publisher and owner of the Software, makes the Software available to the Customer via the Internet and grants the Customer in order to allow him to use the Software, according to the duration and the options freely chosen by the Customer under his sole responsibility, on the day the Subscription is taken out, (i) a right of access to ASKARA company servers under the conditions defined below, (ii) a right personal, limited, simple, non-exclusive, non-transferable and non-transferable use of the Software and (iii) a set of services including data hosting, maintenance of the Software and technical assistance when using the Software.

Section 2. Scope of application

These General Terms of Use apply to any use of the Software by a Customer whether or not the subscription to a Subscription gives rise to the payment of a fee.

The Customer acknowledges having read these terms and having accepted them firmly and unreservedly when taking out any Subscription. It therefore acknowledges being bound by the terms of these General Conditions of Use when accessing and using the Software.

Section 3. Owner, Publisher and Host

The owner and publisher of the Software is the company ASKARA, with its head office at 143 Boulevard Haussmann 75008 Paris(SAS with a share capital of 20,000€, registered with the STRASBOURG RCS under the number 931 957 831), Telephone: 06.66.07.68.93, Email: contact@askara.ai.

The Publishing Director is: Mr Franck BEZU.

The provider of the Software is the company SCALINGO
Scalingo SAS
13 Jacques Peirotes Street
67000 Strasbourg, Francia
SIRET 80866548300018

Section 4. Description of the software package

Any paid Subscription includes various functionalities allowing the Customer to generate various documents and to send these documents as part of the exercise of their professional activity.

The number of uses is limited and the above functionalities are reduced for Free Subscriptions.

Section 5. Duration and renewal

These General Terms of Use take effect and the Customer is required to respect them as of the subscription to any Subscription conferring access to the Software. This subscription takes the form of the creation by the Customer of a personal, unique and non-transferable account (hereinafter referred to as the “” Account ”) on the website accessible at the URL address with a Customer's own identifier corresponding to his email address (“login”) and a login password (“password”) freely created by the Customer (hereinafter referred to together as “” Login credentials ”).

Terms applicable to Free Subscriptions only - These general conditions of sale are for an indefinite period for any subscription to a free Subscription. The ASKARA company and the Customer (hereinafter referred to individually as the “” Party ” and collectively the” Parties ”) may at any time terminate these General Terms of Use without notice and without compensation for the other Party. When the cancellation is at the initiative of the company ASKARA, the cancellation takes place by email sent to the Customer to the address provided by the latter when subscribing to the Subscription. When the cancellation is at the initiative of the Customer, the termination takes place by email sent to contact@askara.ai or directly by unsubscribing in the customer area of the Customer Account.

Terms applicable to paid Subscriptions only - These General Terms of Use apply for the entire duration specified during the Subscription taken out by the Customer (” Initial period ”). The duration can be expressed in months or years. At the end of this Initial Period and unless cancelled before the end of this Initial Period by the company ASKARA by email sent to the Customer at the address provided when subscribing to the Subscription or by the Customer either by email sent to contact@askara.ai, or directly by unsubscribing in the customer area of the Customer Account, these terms and conditions are renewed by tacit agreement for a period of the same duration as the Initial Period (” Renewal period ”). The clauses of these General Terms of Use remain applicable to any renewal in their entirety, except for the price, which may be modified unilaterally by ASKARA provided that the Customer has informed the Customer before the expiration of the Initial Period or any Renewal Period. This information may be collective and not individual information resulting from any publication of a new price on the ASKARA company website.

Section 6. Pricing

The right to access and use the Software is granted under the price conditions and according to the payment terms indicated when the Subscription was taken out.

The price corresponds to a fixed fee that can be monthly or annual. Any monthly fee is payable on the day the Subscription is taken out for the first installment, then the date of each month for each successive installment (for the current month). Any annual fee is payable in full on the day the Subscription is taken out, then on the anniversary of the Subscription's subscription for each successive due date (for the current year).

Prices are expressed in euros and are net and all taxes included (TTC). They charge value added tax (VAT) at the rate in force on the day of invoicing.

The following are excluded from the Subscription price:

• Technical assistance services;

• The costs of electronic communications, telecommunications and Internet access;

• Training services;
• Options not subscribed by the Customer;
• In general, all services not provided for on the day the Subscription was taken out.

Section 7. Payment terms

The terms of payment are those stipulated in the general conditions for the provision of services of the company ASKARA.

Section 8. Access

The Software is made available to the Customer by ASKARA from the server of ASKARA's choice via the Internet network using a web browser. This provision by remote access allows the processing on the ASKARA company server of the data transmitted by the Customer.

Certain functionalities, in particular the reading of Vitale cards and health professional cards and the electronic transmission of care feuilles de soins, require the installation on the Customer's workstation of software provided by ASKARA (hereinafter the “ Passerelle ”). The Passerelle is installed on a standard operating system belonging to the Customer; ASKARA does not provide any hardware. The hardware and software prerequisites, as well as the installation and use conditions, are set out in the installation guide made available to the Customer, which forms an integral part of these General Terms of Use.

The Customer can access the Software from the computer support and the computer network of their choice under their sole responsibility.

To access the Software, the Customer must go to the ASKARA platform available from the ASKARA company website at the URL address: https://app.askara.ai and create, during the first connection, his Login Identifiers by the Customer.

The creation of the Account requires the Customer to provide accurate and complete information on their identity and their status as a health professional. ASKARA reserves the right to refuse any creation of an Account by a non-health professional. The Customer creates, during his first connection, his own Account Login Identifiers by entering them directly online on the site accessible from the URL address: https://app.askara.ai. These Login Identifiers consist of (i) the Customer's email address, which serves as a unique identifier and (ii) a password. For security purposes, the Customer automatically receives an email after entering a username and password to confirm the email address used during registration. The Customer must confirm his email address and validate the creation of his Account according to the procedure described in the email received.

Login Identifiers are intended to reserve access to the Software and its use by the Customer in a secure manner as well as to protect the integrity, availability and confidentiality of any data transmitted by the Customer when using the Software Package or available in the Software Package.

Login Identifiers are strictly personal, confidential and non-transferable and are reserved for the exclusive use of the Customer, to the exclusion of any other natural or legal person. The Customer must make every effort to keep the Login Identifiers concerning him secret and not to disclose them in any form whatsoever.

Any data, information, content or messages sent from his Account are presumed to be sent by the Customer and engage his responsibility. In the event of loss, theft, misappropriation or unauthorized use of his Login Credentials, the Customer is required to immediately inform ASKARA by email sent to the address contact@askara.ai. Otherwise, any use of the Login Identifiers is irrebuttably deemed to constitute a use of the Software by the Customer. ASKARA reserves the right to temporarily suspend access to the Customer's Account without compensation and without liability during the procedure for generating a new password.

The Customer undertakes to access and use the Software at any time under good technical conditions to ensure all backup measures and protection against possible intrusions into the Software or through its Login Credentials. It is up to the Customer who connects to his Account from a terminal or telephone that is not his own to disconnect his Account after each use.

Section 9. Availability

ASKARA undertakes to put in place effective controls in order to provide reasonable assurance that the Customer can access and use the Software 24 hours a day and 7 days a week, subject to interruptions necessary for the proper functioning of the Software, in particular maintenance. Consequently, access and/or use of the Software may be temporarily suspended due to maintenance interventions necessary for the proper functioning of ASKARA's servers or platform. Except for emergency, ASKARA will endeavour as far as possible to carry out all maintenance interventions. In case of emergency, maintenance interventions are carried out immediately without notice. These interruptions do not give rise to any compensation for the benefit of the Customer. ASKARA cannot be held responsible for the possible impact of this unavailability on the Customer's activities.

Access and/or availability of the Software may also be restricted for security purposes by ASKARA in the event of access or use from unidentified or suspicious terminals.

Section 10. Restrictions on use by the Customer

The Software is reserved for the exclusive access and use of any major health professional over 18 years of age.

The Software allows the Customer to dictate a document (in particular a report or letter) by voice to generate it automatically and completed using written algorithms. The Customer acknowledges that ASKARA uses a generative artificial intelligence system for this voice dictation feature. For security purposes, the Customer is strictly prohibited from quoting any personal data identifying a patient directly or indirectly, in particular any name, first name, address, date of birth. If the provisions of this article are not respected, the Customer is liable to ASKARA and is required to indemnify ASKARA for all damages suffered.

The Customer acknowledges that any voice dictation is automatically deleted within 7 days from its generation.

Any document generated using the Software as well as, in general, all results obtained when accessing and/or using the Software must be verified by the Customer, a health professional, prior to its use.. The Software is in no way intended to replace the health professional; it is only an aid. In all circumstances, the Customer has the possibility to modify all texts and/or images generated by the Software.

The Customer must ensure the accuracy of any information transmitted within the Software Package and, in particular, of all email addresses entered by him. He remains solely responsible in case of sending any emails or letters to the wrong recipient or a wrong address.

Section 11. security

ASKARA strives to secure the access and use of the Software. It has implemented effective controls to protect against unauthorized physical and electronic access to ASKARA's operating systems and applications, as well as to Customer data in order to provide reasonable assurance that access to the Customer's systems and data is limited to authorized persons and that the Customer's data is protected against any use that is not in accordance with their use.

11.1 Security of the Customer's workstation. The security of the solution also relies on the Customer's workstation, which ASKARA does not control. The Customer is solely responsible for the security of their information system. In this respect, they undertake to:

• keep their operating system and software up to date, in particular security updates;
• have active and up-to-date antivirus software;
• only install on the workstation the applications necessary for their activity;
• use a named account per person, not work with an account holding administrator privileges, and remove unused accounts;
• keep the operating system's protection mechanisms active, in particular User Account Control;
• encrypt the workstation's disk;
• lock the session when away.

The installation guide details these recommendations.

11.2 Security of the Customer's network. The Customer is solely responsible for the security of their local network, whether wired or wireless. When using a wireless connection, they undertake to protect it with state-of-the-art encryption and a strong password, and not to use the Software from an open wireless network or one shared with third parties.

11.3 No remote takeover. The solution does not include any function allowing remote takeover of the Customer's workstation. No inbound connection to this workstation is initiated by ASKARA. Connections between the workstation and ASKARA's services are always initiated by the Customer.

Section 12. Lodging

ASKARA ensures the hosting of the Software Package, data, data, information and results from the Software Package or transmitted during the use of the Software Package in the cloud on secure hosting servers. These servers are certified “Health Data Hosting” (HDS) and are located within the European Union, in France.

ASKARA is not required to provide a backup service for data transmitted by the Customer or generated by the Software during its use. It is the Customer's responsibility to ensure the backup of its data and content, without any possible commitment to the Customer's responsibility.

Section 13. Maintenance

ASKARA ensures the preventive and corrective maintenance of the Software against any non-compliance with the requirements of the Software, independent of misuse by the Customer, manifested by reproducible malfunctions and which prevents normal exploitation of the Software (hereinafter referred to as “” Anomaly ”). ASKARA remains free to implement any correction of an Anomaly according to the procedure and the deadline of its choice.

The Passerelle updates automatically. The Customer undertakes not to oppose the installation of these updates, which may include security fixes, and not to modify the files installed by ASKARA.

Any Anomaly can be reported to ASKARA by email at the address contact@askara.ai.

ASKARA is in no way responsible for preventive or corrective maintenance in the following cases (which are not an exhaustive list):

1. refusal by the Customer to collaborate with ASKARA in the resolution of an Anomaly and in particular to answer questions and requests for information;
2. use of the Software in a manner that is not in accordance with its intended purpose or misuse of the Software by the Customer;
3. unauthorized modification of the Software by the Customer or by a third party;
4. breach by the Customer of its obligations under these General Terms of Use;
5. failure of electronic communication networks, the Internet network or the electrical network.

Preventive and corrective maintenance are exclusive of any modification of the functionalities of the Software.

In addition, ASKARA may at any time modify or improve the Software without notice as part of the continuous improvement process related to its Software or if necessary to comply with any security requirement, whether legal or not, or to add functionalities that do not materially affect the quality or performance of the Software.

Section 14. Content personalization

The subscription of any paid Subscription allows the Customer to personalize the content. Any personalization of content is the sole responsibility of the Customer. The Customer guarantees ASKARA to have all the necessary rights to exploit this content.

Section 15. License of use

Access and use of the Software by the Customer in strict compliance with the stipulations provided for in these General Terms of Use give him a simple, non-exclusive, personal, non-transferable and non-transferable right to use the Software limited to only personal, exclusive, internal and non-transferable needs of the Software limited to only personal, exclusive, internal and non-transferable needs. NON-COMMERCIAL of the Customer for the field of help and assistance with the Customer's administrative formalities (hereinafter referred to as the” Purpose ”), to the exclusion of any other purpose throughout the duration of application of these General Conditions of Use. This right of use does not confer any other intellectual property right on the Customer. The Customer is therefore prohibited, subject to the cases provided for in article L.122-6-1 of the intellectual property code, in particular from:

1. Make the Software available to a third party;
2. Use the Software for any purpose other than that relating to the aid and assistance with the administrative formalities of his activity as a health professional;
3. Represent, reproduce or exploit in whole or in part the Software as well as any elements taken individually or as a whole of the Software without the express, written and prior authorization of ASKARA, in accordance with article L. 122-4 of the intellectual property code, except in the context of the Purpose;
4. Reproduce, represent or implement on a permanent or temporary basis the Software as well as all elements taken individually or together of the Software in whole or in part, by any means and in any form, including when loading, displaying, executing, executing, transmitting or storing the Software as well as all elements taken separately or as a whole of the Software, except when strictly necessary to allow the use of the Software Package, in accordance with to its Purpose;
5. Translate, adapt, alter, arrange or modify the Software as well as all elements taken individually or in combination with the Software, except when they are strictly necessary to allow the use of the Software, in accordance with its Purpose;
6. Distribute or market, free of charge or for a fee, including the rental, of the Software as well as all the elements taken individually or together of the Software Package;
7. Export, merge with other software, make available to third parties, market, market, sell, sell, distribute, rent, sublicense or lend the Software as well as all elements taken individually or in combination with the Software;
8. Make a backup copy of the Software as well as all the elements taken individually or together of the Software, except when this backup copy is strictly necessary to preserve the use of the Software;
9. Decompile, disassemble, reverse engineer, translate the object code of the Software into source code or have it done by a third party;
10. Intervene or involve a third party on the Software as well as on all elements taken individually or as a whole of the Software, including to correct any errors. ASKARA expressly reserves the exclusive right to intervene on the Software, in particular to correct errors or anomalies.

Section 16. Intellectual property

Software package - ASKARA is and remains the owner of the property rights relating to any element of the Software, whether these elements are taken separately or together, which includes the computer developments, databases and contents of the Software, made available to the Customer, as well as more generally the computer infrastructure (software and hardware) implemented or developed as part of the access and use of the Software by the Customer.

These terms do not grant the Customer any right of ownership over the Software. The temporary provision of the Software under the conditions provided for herein cannot be analyzed as the transfer of any intellectual property right for the benefit of the Customer, within the meaning of the intellectual property code.

Databases — ASKARA is and remains the owner of all intellectual property rights on the Software's databases and has the rights relating to any producer of a database. The Customer is therefore prohibited from:

1. Extract, by permanent or temporary transfer, all or a qualitatively or quantitatively substantial part of the content of the Software's database onto another medium, by any means and in any form whatsoever.
2. Reuse, by making available to the public all or a qualitatively or quantitatively substantial part of the content of the Software's database, regardless of its form, including the creation of its own database by re-using the Software's data.
3. Extracting or reusing in a repeated and systematic manner qualitatively or quantitatively non-substantial parts of the content of the Software's database when these operations clearly exceed the conditions of normal use of the database.

Content published by ASKARA or generated by the Software - The contents of the Software published by the company ASKARA or generated by the Software are and remain the exclusive property of the company ASKARA. The Customer is prohibited from (i) representing, (ii) reproducing or (iii) in general terms using all or part of these contents without the express, written and prior authorization of ASKARA, except in the cases and under the strict conditions provided for by the article “License of Use” herein. Any document generated using ASKARA's software package must be marked “Document written on DATE by Askara and read by Dr. LAST NAME”.

Content created by the Customer — The Customer remains solely and entirely responsible for the data created or transmitted by the Customer during the use of the Software and in particular for the quality, legality and relevance of this data. The Customer therefore remains solely responsible for the compliance of this data with respect to all legal provisions and in particular applicable laws on intellectual property, image rights and the protection of personal data. If this data contains personal data, the Customer guarantees to ASKARA that it has fulfilled all of its obligations under the terms of “Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, relating to the protection of natural persons with regard to the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC (general data protection regulation)”, of the law of 6 January 1978 known as “Informatique et Libertés” amended by law no. 2018-493 of 20 June 2018, Decree No. 2018-687 of 1 August 2018 and Ordinance No. 2018-1125 of 12 December 2018 adopted to incorporate the RGPD and that it informed natural persons of the use made of said data. In all cases, the Customer guarantees ASKARA against any recourse, complaint or claim from third parties in respect of the data transmitted or used by the Customer.

Use of third party services — The use of the Software may require the use of services belonging to third parties, in particular those of the company STRIPE concerning the payment of any Subscription. The Customer undertakes to respect all the contractual conditions of third parties for the use of these services.

Penalties - Failure to comply with the provisions of this article may constitute an act of counterfeiting that incurs the civil and/or criminal liability of the Customer.

Section 17. Technical assistance

A technical assistance service for the use of the Software is available for the Customer

Any technical assistance billed in addition to any Subscription, including any free Subscription, according to ASKARA's financial terms in force on the day of the technical assistance request.

Section 18. Guarantee

Since the Software is a standard software package designed to satisfy the largest number of users and not a software specifically developed for the needs of the Customer, ASKARA cannot guarantee its adaptation to the specific needs of the Customer. ASKARA only guarantees that the Software is in accordance with the specificities developed by ASKARA on the day a Subscription is taken out by the Customer, subject to being properly used according to ASKARA's recommendations. If the Customer justifies that the Software does not comply with the specificities developed by the company ASKARA and the recommendations of the company ASKARA, the company ASKARA may, at its choice, to remedy the defects:

1. Make the necessary corrections to the Software;
2. Modify the Software so that it complies with ASKARA's recommendations;
3. Or terminate these General Terms of Use and refund the amount of the price paid during the time the Software remained non-compliant.

Any guarantee is excluded in the event that:

1. The Customer did not comply with ASKARA's recommendations or if he intervened himself or had a third party intervene on the Software;
2. The Software is combined with any other software or, in general, application.

ASKARA does not assume any guarantee other than those mentioned in these General Terms of Use and in particular:

1. ASKARA is not in a position to guarantee the continuity of access and/or use of the Software, executed remotely via the Internet, which the Customer recognizes. The Customer is hereby notified of the technical hazards inherent to the Internet, of the access interruptions that may result from them and recognizes the limitations specific to any connection to the Internet network that may slow down access or use of the Software. The Customer also acknowledges that it is not possible to guarantee that the Software Package will meet performance or profitability requirements or that it will function without discontinuity, bugs (“bugs”), or errors.
2. ASKARA does not guarantee in any way the adequacy, accuracy or applicability of the results obtained during the use of the Software.
3. ASKARA declares that it does not know any rights belonging to third parties (in particular copyright or patent rights) other than those it holds on the Software and therefore does not grant any guarantee of eviction.

Section 19. Non-execution of these General Terms of Use

Force majeure - The company ASKARA or the Customer cannot be held responsible for a breach of one of its contractual obligations that would result from the occurrence of a case of force majeure. Cases of force majeure are those considered to be cases of force majeure by case law as well as war (s), social unrest (s), strike (s), lock-out situation (s), attack (s), bad weather (s), bad weather (s), epidemic (s), epidemic (s), epidemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), pandemic (s), earthquake (s), earthquake (s), earthquake (s), flood (s), water damage (s), fire (s), blockage (s), interruption or interruption of the Internet network, blocking, interruption or interruption of the electrical network or the means of communication (including electronic communications networks or telecommunications), transport or supply networks, piracy (s), hacking practice (s) or any boycott decided by a state. The execution of these General Terms of Use are suspended for the duration of the force majeure event. Suspension cannot under any circumstances be a cause of liability for non-performance of one or more contractual obligations that cannot be performed during the event of force majeure, nor induce the payment of damages or penalties for delay. As soon as the case of force majeure disappears, the Parties will make every effort to resume the normal performance of their contractual obligations as quickly as possible.

Exemption of non-performance - In the event of non-compliance with the payment and/or payment conditions, ASKARA reserves the right to suspend access and use of the Software and, as a result, the performance of its obligations until full payment of the amounts due by the Customer is received, without prejudice to the application of the other sanctions provided for in this article.

Forced execution in kind - By way of derogation from the provisions of articles 1221 and 1222 of the civil code, the Customer may not request the forced execution in kind of one of ASKARA's obligations in the event of a breach by ASKARA of one of its obligations and in particular the Customer cannot (i) have the obligation fulfilled himself or, with the prior authorization of the judge, (ii) destroy what was done in violation of it, (iii) ask to the ASKARA company the reimbursement of the amounts committed for this purpose or (iv) request in court that the ASKARA company advance the are needed for this execution or destruction.

Price reduction - By way of derogation from the provisions of article 1223 of the Civil Code, no reduction in the price for access and/or use of the Software may occur in the event of poor performance or non-performance by the ASKARA company of one or more of its contractual obligations.

Resolution — These General Terms and Conditions of Use will be resolved by operation of law and without the intervention of a judge in the event of non-payment by the Customer of one of the amounts due to ASKARA on its due date. The resolution will be acquired fifteen (15) calendar days after formal notice from the Customer, since the Customer has failed to comply perfectly and completely within this period. The formal notice is sent by registered letter with acknowledgement of receipt. She mentions this clause. ASKARA may at any time renounce this resolution by operation of law in order to take advantage of the sanctions provided for in article 1217 of the Civil Code.

Responsibility - The ASKARA company is bound only by an obligation of means and not of result concerning all the contractual obligations of the company ASKARA provided for herein. ASKARA can therefore only be held liable in the event of fault or negligence proven by the Customer and subject to the reservations mentioned in this article.

Liability - Exclusion of indirect damages — ASKARA can only be held liable for the Customer's direct and foreseeable damage alone, excluding any indirect or unforeseeable losses or damages of the Customer or third parties, which includes in particular any indirect damage recognized by case law, any intangible damage, any intangible damage, any loss of gain, any missed gain, inaccuracy or corruption of files or data, commercial damage, operating loss, loss of turnover, loss of profit, loss of customers, of order, damage to the brand image, destruction or deterioration of files or programs, loss of a chance of any kind whatsoever, in connection with or resulting from the non-performance or poor execution of one or more of ASKARA's obligations.

Responsibility - Cases of exclusion of all liability - In addition, ASKARA cannot be held responsible for:

1. The consequences of any data identifying a patient transmitted by the Customer when generating a document by voice dictation;
2. Any inaccurate or incomplete data transmitted by the Customer and any consequences of such inaccurate data such as sending an email to the wrong recipient;
3. Interruptions in the Software required by any maintenance operation;
4. The accidental or non-accidental destruction of data by the Customer or a third party who accessed the Software and/or used the Software using the Customer's Login Credentials;
5. During an abnormal or fraudulent use by the Customer or a third party requiring the Software to be stopped for security reasons;
6. The content of the documents, data, information or others transmitted or used by the Customer in the Software or transiting on the platform hosting the Software;
7. Consequences in the event of equipment failure and in particular any failure of the physical media (computer, telephone, tablet, etc.) or computer networks (Internet,...) of the Customer or a third party;
8. Consequences in the event of an interruption, drop in service or failure of the Internet network, Internet access services or any public or private operator of electronic communications or telecommunications;
9. Consequences in the event of an interruption, drop in service or failure of any public or private electricity supplier;
10. The consequences of non-compliance with the instructions given by ASKARA and in particular these General Conditions of Use;
11. In the event of fraudulent intrusion or maintenance of a third party in the system, or the illicit extraction of data, despite the implementation of security means in accordance with current technical data, ASKARA only supporting an obligation of means with regard to known security techniques;
12. In general, damage that would result from the Customer, a third party, a decision by an authority or a case of force majeure;
13. In general, indirect or unforeseeable damages within the meaning of article 1231-4 of the Civil Code.

Liability - Indemnification limit - In any event, if ASKARA's liability were to be incurred, ASKARA's liability may only be incurred for the sole damage of which it is directly caused, without any solidarity or in solidum commitment with the third parties who contributed to the damage, and the Customer's compensation is limited to all damages combined with the price of the Subscription paid by the Customer, even if the Customer's injury proves to be was superior. When the Subscription is free, the compensation limit is limited to 1,000 (thousand) euros. This compensation ceiling is not applicable in the event of fraud or gross negligence committed by ASKARA in the context of the execution of these terms and conditions.

Responsibility - Time limits for bringing cases before the courts - In the event of non-performance or poor performance by ASKARA of any of its contractual obligations, regardless of the cause, the Customer must submit a request for compensation to the competent courts within a maximum of one (1) year from the date on which the Customer first became aware of the non-performance or poor performance.

Section 20. Confidentiality

The Customer undertakes as a confidentiality clause, throughout the duration of the Subscription and without limitation of duration after the expiration of these, for any reason whatsoever, to the utmost confidentiality, by refraining from disclosing, directly or indirectly, any information, data, knowledge or know-how whatsoever concerning the company ASKARA and the operating methods of the Software Package, to which the Customer could have had access in the context of accessing and/or using the Package. Software unless said information, data, knowledge or know-how have not fallen into the public domain or their disclosure is made necessary pursuant to a specific regulation or an administrative or judicial injunction.

Section 21. Transfer of rights

The right to access and use the Software is granted “intuitiu personae” to the Customer. The Customer is therefore prohibited from transferring, for any reason and in any form whatsoever, for consideration or free of charge, even partially, the rights and obligations hereunder to any third party, including any purchaser or successor of his activity, without the prior written consent of ASKARA.

Section 22. Proof agreement

The computerized records kept by ASKARA are proof of the transmissions and treatments carried out.

Section 23. Personal data

Personal data processed by ASKARA in the capacity of “data controller” - If the data provided by the Customer when taking out the Subscription or in connection with the use of the Software includes personal data concerning him, the Customer is informed that this personal data may be subject to automated processing in whole or in part by the company ASKARA, responsible for the processing. The Customer is invited to refer to the RGPD information note as to the content of these treatments, in particular on the purposes, legal bases, categories of data concerned, storage periods and recipients.

Personal data processed by the Customer in the capacity of “data controller” - When the data transmitted for the purpose of using the Software includes personal data, the Customer guarantees to ASKARA that it has fulfilled all of its obligations under the terms of “Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, relating to the protection of natural persons with regard to the processing of personal data and to the free movement of such data, and repealing Directive 95/46/79 of the European Parliament and of the Council of April 27, 2016, relating to the protection of natural persons with regard to the processing of personal data and to the free movement of such data. CE (General Data Protection Regulation)”, of the law of 6 January 1978 called “Informatique et Libertés” amended by law No. 2018-493 of 20 June 2018, decree No. 2018-687 of 1 August 2018 and ordinance No. 2018-1125 of 12 December 2018 adopted to integrate the RGPD, and in particular that it informed the natural persons concerned of the use made of said personal data.

As such, the Customer guarantees ASKARA against any recourse, complaint or claim from a natural person whose personal data would be processed and hosted via the Software.

ASKARA is authorized as a subcontractor to process on behalf of the data controller, the Customer, the personal data necessary to provide the services of access, use, hosting and maintenance of the Software Package.

The nature of the operations carried out on the data consists in the hosting (storage) of the data and, where appropriate, their consultation on an occasional basis in case of maintenance.

The purpose (s) of the processing is to allow ASKARA to ensure the access, use, hosting, maintenance and security of the data used in the context of the use of the Software Package.

The personal data processed are all data freely chosen by the Customer.

The categories of persons concerned may be the Customer's patients or any third party.

The company ASKARA, as a subcontractor of personal data, undertakes to:

1. process the data only for the sole purpose (s) that is/are the subject of the subcontracting;
2. process, where appropriate, the data in accordance with the documented instructions of the data controller, the Customer. If ASKARA considers that an instruction constitutes a violation of the European data protection regulation or any other provision of Union law or the law of the Member States relating to data protection, it will inform the Customer. In addition, if ASKARA is required to transfer data to a third country or to an international organization, under Union law or the law of the Member State to which it is subject, it undertakes to inform the Customer of this legal obligation before processing, unless the law concerned prohibits such information for important reasons of public interest;
3. guarantee the confidentiality of personal data processed as part of the use of the Software by the Customer;
4. implement appropriate technical means to ensure data security and maintain the integrity and confidentiality of personal data contained in the Software;
5. ensure that persons authorized to process personal data (i) undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality and (ii) receive the necessary training in the protection of personal data;
6. take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default;
7. assist the data controller in fulfilling its obligation to respond to requests to exercise the rights of data subjects: right of access, rectification, deletion and opposition, right to limitation of processing, right to data portability, right not to be the subject of an automated individual decision (including profiling);
8. notify by email to the data controller, the Customer, any personal data breach within a maximum of 72 hours after becoming aware of it;
9. at the Customer's choice, delete all personal data or send them back to the Customer at the end of the Subscription, and destroy existing copies, unless Union law or Member State law requires the retention of personal data or except when ASKARA may keep them for evidentiary purposes in the event of a dispute;
10. provide the Customer with all the information necessary to demonstrate compliance with the obligations provided for by the applicable legal provisions on the protection of personal data.

ASKARA has chosen an approved health data host in view of the expertise and data security of this provider. ASKARA may use another subcontractor to carry out specific processing activities. In this case, it will inform the Customer in advance and in writing of any planned changes concerning the addition or replacement of other subcontractors. The Customer will then have a maximum of fifteen (15) calendar days to submit his observations. In the absence of observation, the Customer's silence is equivalent to the approval of the new host.

It is the responsibility of the data controller, the Customer, to provide information to the persons concerned by the processing operations at the time of data collection.

Section 24. termination

These General Terms of Use may be terminated by either of the Parties, in the event of a sufficiently serious breach of any of the obligations incumbent on the other Party, after the sending of a notice to comply that remained unsuccessful for more than thirty (30) days, in application of the provisions of article 1224 of the Civil Code.

In addition, ASKARA may terminate these General Terms and Conditions of Use by operation of law without summons or execution of formalities and without any right to compensation for the Customer, solely because of the non-performance by the Customer of one of the following obligations:

1. In the event of non-payment by the due date of any amount due by the Customer;
2. In case of non-compliance with the stipulations provided for in the “License of Use” clause or the “Intellectual Property” clause of these General Terms of Use;
3. In the event of illegitimate access to the Software due to a security defect or a fault on the part of the Customer;
4. In case of non-compliance with the stipulations provided for in the “Confidentiality” clause of these General Terms of Use;
5. In the event of receivership or liquidation or bankruptcy of the Customer.

The termination of these General Terms of Use results in the prohibition for the Customer to access and use the Software.

Section 25. Effects of the termination of contractual relationships

In the event of the cessation of contractual relationships and regardless of the cause (expiration, termination, nullity, etc.), the Customer undertakes to:

1. No longer access the Software;
2. Stop using the Software immediately;
3. Pay any amount due to ASKARA.

In addition, the services exchanged between the Parties since the conclusion of these General Conditions of Use and until their termination for any reason whatsoever finding their usefulness as the reciprocal execution of the latter is carried out, they will not give rise to reimbursement for the period prior to the last service that did not receive its consideration.

The “License of Use”, “Intellectual Property” and “Confidentiality” clauses will remain in force notwithstanding any cessation of these General Terms of Use for any reason whatsoever.

Section 26. Commercial reference

Unless otherwise specified in writing by the Customer, the Customer authorizes ASKARA to mention its corporate name, brand, logo or sign in ASKARA's reference lists or as a communication for the attention of prospects and/or customers of ASKARA (example: publication on the ASKARA company's site or social networks).

Section 27. Changes

These General Terms of Use may be subject to subsequent changes, in particular to take into account legislative and regulatory changes, the version applicable to the subscription of any Subscription, even free of charge, by the Customer allowing access to and/or use the Software Package being the one in force on the date the Subscription was taken out.

Section 28. Title

In case of difficulty in interpretation between any of the titles and any of the clauses, the content of the clause will prevail over the title.

Section 29. No renunciation

The fact that the company ASKARA does not claim the application of any stipulation herein or to tolerate its non-execution temporarily or permanently, may in no way be interpreted as a renunciation by the company ASKARA to exercise the rights it holds hereunder.

Section 30. Tolerance

The fact that ASKARA company tolerates a non-execution or an imperfect execution of any contractual obligation or more generally of tolerating any act, abstention or omission of the Customer that does not comply with the contractual stipulations cannot confer any right whatsoever on the Customer who benefits from such tolerance.

Section 31. Nullity, invalidity or unenforceability of a clause

If any provision hereof is declared void, invalid, unenforceable or without purpose, in particular by virtue of a law, regulation or judicial decision passed into force of res judicata, it will be deemed unwritten and the other provisions hereof will remain in force and will remain in force and effect. The ASKARA company and the Customer will endeavour within a period of three (3) months from the event that led to the nullity, invalidity or inapplicability of the stipulation (s), to agree on the terms of a replacement stipulation respecting the spirit and economy of the previous stipulation and more generally of these, and in accordance with the rules of interpretation of articles 1188 and following of the civil code.

Section 32. Election of residence

For the execution of these terms, the company ASKARA and the Customer elect their domicile respectively at their head office. To be valid, all notifications must have been made by registered letter with acknowledgement of receipt to the address of residence. Any change in the address or contact details of one Party must be brought to the attention of the other Party without delay. Otherwise, notifications, correspondence or facsimiles sent in good faith to the last known address or number will be deemed valid and will have the effects provided for herein or by the applicable legal provisions.