Whereas:

Audyx has developed an online platform for practitioners wishing to measure their patients' hearing. The system is based on

1. An audiometric test room;
2. The equipment usually available in a practice where hearing tests are carried out;
3. A special microphone needed for use of the Application ("the Microphone");
4. A special application ("the Application").

These Terms of Use only apply to items in 3 and 4, which together constitute the system developed by Audyx.

The user is expected to have an audiometric test room that meets the usual standards in the sector and is functionally in good working condition, as it is expected to have all the general equipment required for the proper operation of the Application.

Article 1 - Definitions

In application of these Terms of Use, the following terms are defined as follows:

• "Application" refers to the hearing tests platform operating in SaaS mode (Software as a Service, or packaged service software), more fully described in the preamble.
• "Micro" refers to the special microphone intended to work with the Application, more fully described in the preamble.
• "System" refers to the combination of the Application and Microphone.
• "Hosting" refers to the allocation of disk space for storage of Data.
• "Data" refers to all the data generated by use of the System. Among this data is both personal data and more especially data concerning the persons taking the hearing tests.
• "Authorized Users" refers to persons appointed by the User, to whom it grants permission for access and use of the System on their own behalf and on their own responsibility.
• "User" refers to the person to whom Audyx grants access to the Application and who is its contact person for all matters related to the Application.
• "Error" refers to an operating fault of the Application as compared with its specifically declared functional specifications, which is due to a malfunction that can be reproduced within the Application.
• "Blocking Error" refers to an Error that prevents use of all or part of the Application's essential functions.
• "Reference Document" refers to any document or item of information that in its latest version is different from the initial version, distributed by Audyx, on the medium of its choice (website, e-mail, printed mail or fax).
• "Basic Rate" refers to Audyx minimum rate for a basic, non-urgent service. Its amount is fixed in the Special Terms, or, if not specified, at a rate of €60 per hour.

Article 2 - Purpose

The purpose of this document is to fix the terms of partnership between Audyx and the User in respect of the Terms of Use of the System, and in particular the conditions for access to the Application.

Article 3 - Scope

The scope of cooperation is set more precisely in the Special Terms, it being understood that the Special Terms specify to which modules the User has subscribed, each time referring to a different service level.

The contractual documents, in descending order of priority, are as follows:

• The Special Terms;
• These Terms of Use;
• The Reference Document valid at this document's date of validation

Article 4 - Access to the Application

This access is granted in SaaS mode, including:

• Availability of the Application via Internet access;
• Availability of basic parameters developed by Audyx;
• Hosting of the Application and User's Data on Audyx's servers;
• Provision of additional services, upon request, subject to payment of a price supplement.

Article 5 - Availability of the Application

The Application is remotely accessible over the Internet and accordingly requires an active Internet connection, which shall be the User's responsibility after having been informed that the quality and speed are critical elements for optimal use.

Access

Subject to compliance with the terms stipulated in this document, Audyx grants the User non-exclusive and non-assignable right of access to the Application.

Parameters

Availability includes initial parameters for the Application, i.e. prior to first use. All later parameters shall be the subject of a separate agreement.

By parameters is understood the adaptation of the basic elements to the User's specific requirements, without rewriting all or part of the source code, by using the Application's current functions and programming them in accordance with the User's particular requirements. Programming of parameters does not include the development of special modules, the transfer of existing data to the implemented platform, nor the customization of the graphics and ergonomics of the Application.

The User will supply, at its sole responsibility, all information required for programming the parameters.

Article 6 - Persons who have access to the System

Authorized Users appointed as such by the User are the only ones to have access to the System, in accordance with the terms stipulated herein.

Authorized Users must, inter alia, prior to having access for the first time to the System, be trained by Audyx, which will only take place following activation of the accounts.

The Special Terms state the price of training.

Article 7 - Security and access procedure for the Application

The User has secure, encrypted access to the data, in HTTPS mode on a secure server.

The Application's access procedure and security are described in the Reference Document. The current Reference Document has been brought to the attention of the User, who confirms that the level and type of security measures satisfy it.

Article 8 - Microphone

The Microphone can be made available to the User upon request.

This availability is without warranty and in accordance with the conditions specified in the Special Terms.

Article 9 - Hardware and software environment

Prior to validation of its account, the User will have received, acknowledged and accepted the special technical features required for use of the System as stated in the Reference Document.

Compliance of the User's infrastructure is at its sole responsibility. The User acknowledges that development of the System and in particular of the Application might involve changes to the special technical features required for use.

Remote use of the Application absolutely requires that the User has access to a public telecommunications network that allows it to access an IT network that supports the standards employed by the Application. It is the User's responsibility to arrange said access to the communications networks.

It is expressly agreed that the future compliance of the User's IT installation (including its internal network) in terms of both hardware and software is the sole responsibility of the User and that it shall bear the expenses, including costs of migration from technical platforms related in particular to upgrades of the operating system and database management.

Article 10 - Obligation to provide advice

The User expressly acknowledges having been fully informed of the features of the System and confirms that Audyx has duly fulfilled its obligation of the provision of advice in this regard.

Information concerning developments of the system and in particular of the Application and the resulting technical special requirements required for optimum use, will be regularly published by Audyx on its website, by mail or any other medium of its choice, or by a new version of the Reference Document. The User undertakes to consult this information and to comply with it if necessary.

Article 11 - Responsibilities arising from use of the System

The User assumes responsibility for use of the System. It also assumes responsibility for use of the System by Authorized Users. It is expressly agreed that during use of the System, compliance with the identification procedure is valid and sufficient proof to establish with certainty that use is by an Authorized User of the User, for which it assumes responsibility.

The System is a diagnostic help tool and not an automated diagnostic. It does not replace the opinion of a practitioner or his/her experience. The User should accordingly not base its diagnosis solely on reliance on the system.

In the event of a claim or action against Audyx involving use of the System or any incident affecting the Data, the User fully warrants Audyx or possible subrogee for any conviction or penalty that might be ruled against it.

It shall be the User's responsibility if misuse has been permitted, whether its fault or not. The same shall apply in the event of theft or loss of means of access and/or identification, if the User will not have validly informed Audyx and allowed it to renew the means of access and/or identification within a reasonable time.

Audyx records accesses to the Application in a log file that holds the time and length of the connection, as well as the means of access and identification used. The User expressly accepts that this log file is sufficient proof determining with certainty that use of the Application was made by an Authorized User at its responsibility and that is sufficient to invoke the responsibility and the obligation of warranty referred to above. The log file is held by Audyx until it is certain that no claim will be made against it. The User accepts that it will be held for that period.

Article 12 - Hosting of Data

Services

Audyx hosts all the User's Data on its servers or those of its suppliers and/or subcontractors.

Ownership of the Data

The User's Data hosted on the servers of Audyx or its subcontractors remain the entire property of the User.

At any time during the contract period the User can obtain a copy of the Data in accordance with the methods and conditions stated in the Reference Document.

Use of Data by Audyx

Audyx expressly warrants that neither it nor its subcontractors will access this Data and will not make any use of it, except:

• Any use that involves execution of the obligations arising from this agreement (in particular, support to users), the law, or a demand from a duly authorized judicial or government authority;
• Any use as part of tests in order to improve the system, or for statistical purposes.
• Any strictly anonymous use of the data by Audyx's other clients, for example for diagnostic help.

Backup of Data

Audyx carries out backup at least once per twenty-four hours.

In the event of data reconstitution through use of the Data backed up by Audyx, it will inform the User of the date and time of the available backup in order for it to re-enter subsequent data. The User cannot claim any compensation for the loss of subsequent data.

The User accepts in advance that in the event of an incident or claim, the possible reconstitution of data (its own or that of third parties) might cause a slowing down of the Application during the actual reconstitution and even unavailability. The User can not claim any compensation for this reason.

Extraction of Data in the event of termination of use of the Application.

In the event of termination of use of the Application for any reason, Audyx undertakes to transfer to the User, if it so requests, the Data in the state in which it was at termination.

This transfer will take place in the format and data structure selected by Audyx. The User cannot claim any adaptation of the export format of this Data.

In the event that the User does not request the return of the Data within twelve months from the date of actual termination of use, Audyx is authorized to destroy the Data.

Article 13 - Subcontracting

The User has been informed that all or some of the services that are the responsibility of Audyx have been contractually awarded to an independent subcontract supplier, without any effect on the rights or obligations of the parties to this transaction. Audyx will limit its subcontractors to companies in its own country, in a member state of the European Union, or in a country whose level of personal data protection is acknowledged as adequate by the competent authorities.

Article 14 - Maintenance

Corrective Maintenance

The User and Audyx acknowledge that the Application might contain undiscovered and unidentified errors. Audyx undertakes to endeavor to correct these Errors as stated below.

Any Error must be notified to Audyx in an incident report that describes the circumstances and the effect. This report must be in writing (which can be electronic).

If applicable, the Error will be corrected by Audyx. In the event of a Blocking Error on a major function of the System, Audyx will supply at its choice, within 5 working days, either a workaround solution or an interim correction.

Upgrade maintenance

The User expressly accepts that Audyx, if it so wishes, may replace the current version of the Application with a new version.

The User accepts that the change of version of the Application may lead to a temporary suspension of the ability to use the Application and of access to the User's Data.

The User cannot object to an update of the version being used if it is free, even if the functional scope has been changed.

Article 15 - Intellectual property and right of use of the Application

Audyx declares its is the holder of all the intellectual property rights applicable to the Application and is duly the holder of the user and/or operating rights for the third-party software required for its operation.

Throughout the period of use, Audyx grants the User a non-exclusive and non-transferable right of access and use for the Application, for which only Authorized Users may benefit.

Audyx does not grant the User any intellectual property rights in the Application, which remain the entire and exclusive property of Audyx. The User undertakes not to harm, whether directly or indirectly, the rights of Audyx and to take all steps required to ensure compliance with its ownership rights in the Application; it warrants compliance for its Authorized Users.

Article 16 - Obligations of the User

The User undertakes to only use the System and the information about it for its own purposes, purely for its professional activity, or for teaching purposes, in the event of the use of the System in a school or other educational institution.

The User undertakes not to develop or market the Application or products that might compete with it. It so warrants for its employees and subcontractors and is responsible for their actions.

Article 17 - Data security and handling

Audyx undertakes to ensure the permanent security of the User's Data and security of access and use of the Application according to the methods described in the Reference Documents ad hoc. The Reference Document valid at the date of signature of this document has been brought to the attention of the User, who is satisfied with the measures described therein.

Article 18 - Handling of personal data

The Data contains personal data concerning the health of the person taking the hearing test. As a practitioner the User alone is responsible for handling the personal data used in the System. Audyx's role is exclusively that of a supplier of technologies, and a technology subcontractor to the User. Each party is responsible, insofar as it concerns it, compliance with applicable legislation for the handling of personal data, including the possible update of the declaration and/or prior authorization.

Article 19 - Declarations of the parties and responsibility

Declarations of the parties

Each party declares having all the rights and authorizations required for compliance with its obligations, without limitation or reserve, in particular for each of the elements it will make available for the other party.

Responsibility

Audyx is subject to an obligation of means.

In the event of unavailability of the production environment of the Application related to a cause for which Audyx takes responsibility, the User will only be able to claim repair of any possible damage for as long as the downtime lasted, continuously during working hours, for a period of 48 hours from notification to Audyx by the User of the problem encountered.

In all events, Audyx cannot be held responsible and no compensation shall be due to the User:

• in the event that the damages claimed by the User resulted from the poor execution or non-execution (in whole or in part) of its obligations;
• in the event that the damages claimed by the User resulted from the non-compliant use of the System;
• in the event that the damages claimed resulted in their origin or extent from the effects of an IT virus;
• in the event that the damages claimed are related to a security breach in the User's infrastructure;
• in the event that the damages claimed are related to the non-availability or disturbances to the telecommunications network of Audyx, its suppliers and subcontractors, or of the User;
• in the event that the damages claimed are related to local problems in the User's hardware and/or software.

In all cases, the responsibility of Audyx is limited, per annum, to an amount equal to 50% of the amounts paid annually to Audyx by the User in execution of the contract between the parties, even if the actual damage was greater.

Confidentiality

Without derogating from the right to mention the User in the User references, both parties expressly undertake to comply and ensure compliance by their staff and various service providers with the strict principle of commercial confidentiality in respect of the other party and not to disclose to a third-party, whether for a fee or free of charge, in whatsoever form, any information about the other party, without the express written authorization of that party. Each party undertakes to comply with this material obligation throughout the period of execution of this agreement and for three years thereafter.

Each of the parties undertakes not to disclose to third-parties the concepts, ideas, know-how and technologies related to the Application and/or the handling of information made available by the other party in execution of this agreement.

Article 20 - Force Majeure

Each party's responsibility shall be lifted in the event that it shall be impossible to execute its obligations in whole or in part on account of force majeure.

The parties hereby recognize the following as cases of force majeure: riots, total or partial strikes, internal or external to the company, lock-outs, extreme bad weather, electricity cuts or breakdowns of the public communications networks, epidemics, blockages of transportation or supply, for whatsoever reason, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions.

It is also expressly agreed between the parties that the following events are cases of force majeure: the destruction of hardware, computer attacks or hacking, blocking in whole or in part of the networks, bandwidth, energy supply (such as electricity), cancellation or interruption, whether temporarily or permanently, and for whatsoever reason, of access to the Internet, to the means of telecommunications whose cause is outside the control of either party, juridical or regulatory restraining orders applying restrictions to the subject of execution of this agreement or to free circulation.

Article 21 - Sundry provisions

1. Contractual and user rights are wholly non-transferable.
2. The User authorizes Audyx to discuss its right of access granted and to use its name and/or brand and/or logo for its user references, on all Audyx's marketing and/or sales material.
3. The Reference Documents relate to technical choices subject to upgrade at Audyx's discretion. The User expressly acknowledges the changing nature of the Reference Documents and cannot under any circumstances make use of changes in the Reference Documents to hold Audyx liable.

The current Reference Documents have been sent to the User, who has accepted them.

Any change, addition or replacement of a Reference Document will be notified to the User by Audyx using a medium of its choice.

In the event of a dispute on the general conditions of use, the French version alone shall take precedence over all others for the signatory parties.