TERMS AND CONDITIONS OF THEBLUE.AI 1. Definitions 1) theBlue.ai – theBlue.ai GmbH, with its registered office in Raboisen 32, 20095 Hamburg, entered into the commercial register under the number HRB 155798, e-mail address: contact@theblue.ai, telephone number: +49 40 280 56 248. 2) Consumer – a natural person making a legal transaction with an entrepreneur not directly related to its business or professional activity. 3) Customer – an entrepreneur interested in acquiring the Software. 4) Terms and Conditions – these Terms and Conditions of theBlue.ai. 5) Software – ShareMedix offered by theBlue.ai. 6) Entrepreneur – an entity that is not a Consumer. 7) Store – an online store available at azuremarketplace.microsoft.com or appcource.microsoft.com, operated by Microsoft Corporation, One Microsoft Way, Redmond WA, USA 98052. 8) Contract – the Contract between theBlue.ai and the Customer concluded by accepting the Offer by placing an Order. 10) Offer – declaration of willingness to enter into a Contract, as defined in the German Civil Code (Bürgerliches Gesetzbuch, BGB), containing at least: the identification of the Software and the license fee, made by theBlue.ai to the Customer via the Store. 11) Order – the acceptance of an Offer, submitted to theBlue.ai by the Customer via the Store. 2. General information 1) These Terms and Conditions apply to all Offers placed in the Store and Orders submitted via the Store. 2) The parties to the Contract are: theBlue.ai and the Customer. 3) The Customer may only be an Entrepreneur. By accepting these Terms and Conditions, the Customer confirms that he is an Entrepreneur. 4) To use the Store's functionality the Customer is required to have: a) a terminal device with access to the Internet and a web browser like Google Chrome, Mozilla Firefox, b) an active e-mail account (e-mail), c) an account on the Store. 5) It is unacceptable for the Customer to post content on the Store's website contrary to the law, calling for racial, religious or ethnic hatred, or propagating violence, generally recognized as morally reprehensible, socially inappropriate and violating the principles of etiquette. 6) To place an Order it is necessary to complete the information required by Microsoft and the following data requested by theBlue.ai: a) first name, b) last name, c) business e-mail address, d) job title, e) hospital/company name, f) country / region The Customer must also accept these Terms and Conditions and express consent required by checking the appropriate options of the registration form. 3. Software and license fees 1) Information concerning the essential characteristics of the Software and the amount of the license fee for the standard Software version are available on the Store's website in the description of the Software. 2) License fees in the Store are net prices, to which should be added the appropriate VAT. The Customer is informed about the amount of tax before submitting the Order. 3) The currency in which the prices are quoted is EUR. 4) The amount of the license fee for the standard Software version is displayed in the Store at the time of placing the Order. If it is necessary to adjust the Software to the Customer's needs, the amount of license fees will be agreed between the parties each time. 4. License 1) Software is licensed and not sold; upon the payment of the license fee and subject to Customer’s compliance with these Terms and Conditions and the Contract, theBlue.ai grants Customer a nonexclusive, non-transferable and limited license to use the ordered Software. This license is solely for Customer’s own use and business purposes. 2) License granted on a subscription basis expires at the end of the given subscription period set forth in the Contract, unless renewed. All other licenses expire at the end of the period set forth in the Contract. 3) Customer is responsible for any use of the Software that does not comply with these Terms and Conditions and the Contract. 4) TheBlue.ai reserves all rights not expressly granted in these Terms and Conditions. Software is protected by copyright and other intellectual property laws. No rights will be granted or implied by waiver or estoppel. Except as expressly permitted in these Terms and Conditions or in the Contract, Customer must not (and is not licensed to): a) copy, modify, reverse engineer, read the source code, decompile, or disassemble the Software, or attempt to do so, b) install or use any third-party software or technology in any way that would subject theBlue.ai’s intellectual property or technology to any other license terms, c) work around any technical limitations in the Software or restrictions in its documentation, d) separate and run parts of the Software on more than one device, e) use the Software for any unlawful purpose, f) distribute, sublicense, rent, lease, or lend, share, reproduce the Software, in whole or in part. 5. Submitting of the Order 1) Submitting of the Order in the Store includes the following steps: a) selection of the Software in the desired specification (if applicable), b) pressing the “Get it now” button. 2) Further communication of the Parties takes place outside the Store. 6. The date and method of delivery of the Software After concluding the Contract and paying the license fee, the Customer obtains an e-mail with access data to the Software. 7. Payment Policy 1) The Customer can choose the following payment methods: a) payment via Store 2) theBlue.ai does not provide payment services; the terms and conditions for the provision of such services are determined by the legal relationship between the Customer and the payment service provider (the Store). 8. Invoices 1) Invoices documenting the conclusion of the Contract will be handled by Microsoft . 2) By accepting these Terms and Conditions, the Customer agrees to receive invoices in electronic form to the email address provided upon Request for proposal placement. 9. Warranty and guarantee 1) theBlue.ai does not give any guarantee for the proper functioning of the Software to the Customer. 2) In addition, theBlue.ai excludes the liability of theBlue.ai under the warranty for the Goods and the Software. 3) Except as expressly stated in these Terms and Conditions and in the Contract, the Software is provided as is. To the maximum extent permitted by law, theBlue.ai disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance. 10. Liability of the theBlue.ai 1) theBlue.ai is not liable for damages caused by the Customer's taking or abandoning actions based on data or information obtained directly or indirectly from the Software, both in relation to losses suffered and lost by the Customer or a third party benefits, unless the Contract clearly constitutes otherwise. 2) theBlue.ai does not guarantee to the Customer continuous, uninterrupted, trouble-free operation of the Software. 3) theBlue.ai bears full and unlimited liability only when such liability is provided by mandatory legal provisions. In other cases, theBlue.ai is not liable for any lost profits (lucrum cessans) caused by the Software defect and for any consequences, direct or indirect, associated with the use of the Software, the inability to use it, or malfunction. theBlue.ai’s maximum, aggregate liability to the Customer for damages is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Software during the term of the applicable licenses. For the Software ordered on a subscription basis, theBlue.ai’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Software during the 12 months before the incident. 4) Customer will defend theBlue.ai from and against any and all third party claims, actions, suits, proceedings arising from or related to Customer’s or any authorized user’s violation of these Terms and Conditions or the Contract, and will indemnify theBlue.ai for all reasonable attorney’s fees incurred and damages and other costs finally awarded against theBlue.ai in connection with or as a result of, and for amounts paid by theBlue.ai under a settlement Customer approves of in connection with a claim against theBlue.ai. theBlue.ai must provide Customer with prompt written notice of any claims against theBlue.ai. 11. Privacy 1) The Controller of personal data provided by the Customer and necessary for the purpose of contacting the customer and for the conclusion of the contract is theBlue.ai. 2) To receive more information on the processing of personal data, the Customer may contact theBlue.ai at the address of our registered seat indicated above or via e-mail at: contact@theBlue.ai. 3) The personal data provided by the Customer will be processed for the following purposes: a) in order to perform the Contract between the Customer and the theBlue.ai – on the basis of Article 6 paragraph 1 point (b) GDPR (processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract), b) for marketing purposes (including in connection with the sending of pre-sales and sales materials as well as of information on the organisation of events, such as training courses, workshops, conferences, etc.) – on the basis of Article 6 paragraph 1 point (f) GDPR (processing is necessary for the purposes of the legitimate interests pursued by the controller, where the legitimate interest of theBlue.ai is direct marketing), c) in order to determine, investigate and enforce claims – on the basis of Article 6 paragraph 1 point (f) GDPR (processing is necessary for the purposes of the legitimate interests pursued by the controller, consisting in determining, pursuing and enforcing claims and defending against claims in proceedings before courts and other state authorities). 4) The Customer voluntarily provides his personal data. However, providing personal data is necessary to complete the Offer. 5) The personal data of the Customer may be received by theBlue.ai’s subcontractors – providers of services and of ICT systems. In particular, as theBlue.ai uses the functionality of a Store run by Microsoft Corporation, the personal data may be received and processed by Microsoft, in accordance with the relevant Microsoft data protection regulations. 6) Due to the specific nature of business processes, theBlue.ai may share the Customer’s personal data with Apollogic Sp. z o.o. with its registered seat in Poznan, Poland – which is a company associated with theBlue.ai. 7) If the basis for data processing is the performance of the contract, then the Customer's personal data are processed by theBlue.ai as long as it is necessary for the performance of the contract, and after that for a period corresponding to the period of limitation of claims. 8) Where personal data are processed for direct marketing purposes, the Customer has the right to object at any time to processing of personal data concerning him or her for such marketing. 9) If the basis for data processing is the legitimate interest pursued by theBlue.ai, then the Customer’s personal data are processed by theBlue.ai until the Customer objects to the processing of the personal data. 10) The Customer has the right to access his or her personal data at any time. 11) If the Customer notices that his or her data are incorrect or incomplete, he has the right to correct them. objects to the processing of the personal data or when the data are being processed. 12) When data are no longer necessary for the purposes for which they have been, when the Customer unlawfully – the Customer may request their deletion. 13) The Customer also has the right to request limitation of the processing of his or her data – when he or she notices that his or her data are incorrect, he or she may request limitation of the processing for a period that will allow theBlue.ai check their correctness; when the data are being processed unlawfully but the Customer do not wish for them to be deleted; when theBlue.ai no longer needs the data but the Customer may need them for defending or asserting claims. 14) The Customer may request transfer of his or her data. 15) If the Customer believes that theBlue.ai is processing his or her data unlawfully, the Customer may file a complaint with the supervisory authority. 16) Detailed information on the storage and access to information on the Customer’s devices via cookies ant the use of other technologies to provide services provided electronically are included in the Privacy Policy. 12) Processing data entered into the Software 1) To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Customer Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses (the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR), as designated by the European Commission, made available by the theBlue.ai at the applicable URL for such terms or as otherwise communicated to Customer. 2) Customer consents to the processing of Personal Data by theBlue.ai and its Affiliates, and their respective agents and Subcontractors, as provided in this Contract. Before providing Personal Data to theBlue.ai, Customer will obtain all required consents from third parties (including Customer’s contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws. 3) To the extent theBlue.ai is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms in this subsection (“Processing of Personal Data; GDPR”): a) Customer and theBlue.ai agree that Customer is the controller of Personal Data and theBlue.ai is the processor of such data, except when (a) Customer acts as a processor of Personal Data, in which case theBlue.ai is a subprocessor or (b) stated otherwise in any Software-specific terms. theBlue.ai will process Personal Data only on documented instructions from Customer. In any instance where the GDPR applies and Customer is a processor, Customer warrants to theBlue.ai that Customer’s instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller. b) The parties acknowledge and agree that: • the subject-matter of the processing is limited to Personal Data within the scope of the GDPR; • the duration of the processing will be for the duration of the Customer’s right to use the Software and until all Personal Data is deleted or returned in accordance with Customer instructions or the terms of this Contract; • the nature and purpose of the processing will be to provide the Software pursuant to this Contract; • the types of Personal Data processed by the Software include those expressly identified in Article 4 of the GDPR; and • the categories of data subjects are Customer’s representatives and end users, such as employees, contractors, collaborators, and customers, and other data subjects whose Personal Data is contained within any data made available to theBlue.ai by Customer. c) theBlue.ai will make information available to Customer in a manner consistent with the functionality of the Software and theBlue.ai’s role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the GDPR. theBlue.ai will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. If theBlue.ai receives a request from Customer’s data subject to exercise one or more of its rights under the GDPR in connection with an Software for which theBlue.ai is a data processor or subprocessor, theBlue.ai will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Software. theBlue.ai will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. d) Customer consents to theBlue.ai using the following subprocessors: • Microsoft Corporation, with its registered office in Redmond, USA, One Microsoft Way, Redmond, WA 98052-6399 USA, (as well as its Affiliates and subcontractors, identified at the address: https://www.microsoft.com/de-de/trust-center/privacy ), • Apollogic Sp. z o.o. with its registered office in Poznań, ul. Rubież 46, 61-612 Poznan theBlue.ai remains responsible for its subprocessors’ compliance with the obligations herein. theBlue.ai may update its list of subprocessors from time to time, by providing Customer at least 14-days notice before providing any new subprocessor with access to Personal Data. If Customer does not approve of any such changes, Customer may terminate any subscription for the affected Software without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval. e) theBlue.ai represents that in connection with providing services to the Customer, theBlue.ai uses Microsoft Corporation's IT infrastructure in the form of public cloud computing. The terms and conditions of processing of Personal Data by Microsoft Corporation, including applicable security measures and procedures, including auditing, providing information, supporting the exercise of data subjects' rights, are described in the Microsoft Products and Services Data Protection Addendum (September 2021), f) theBlue.ai declares that the data centers used by theBlue.ai are located in the European Union, but in certain situations the cloud service provider used by the controller – Microsoft Corporation may transfer data to its data centers as well as to the data centers of its subcontractors outside the European Economic Area including the US, g) The transfer of Personal data outside the EEA to third countries for which no adequacy decision of the European Commission has been issued is based on Standard Contractual Clauses. Microsoft's personal data processing principles are contained in Microsoft Products and Services Data Protection Addendum, available at https://www.microsoft.com/licensing/docs/view/Microsoft-Products-and-Services-Data-Protection-Addendum-DPA . The Parties agree that subsequent versions of the Microsoft Products and Services Data Protection Addendum and Standard Contractual Clauses will be applied automatically, h) theBlue.ai will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of Customer, make them available to Customer upon request. 13. Confidentiality 1) “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this Contract, and Customer’s account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services. 2) Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Contract. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party. 3) A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order. 4) These obligations apply: (1) for Customer Data, until it is deleted by theBlue.ai; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information. 14. Term and termination 1) The Contract is effective until terminated by a party, as described below. 2) The term for each Contract will be set forth therein. 3) Without limiting other remedies it may have, either party may terminate the Contract immediately on notice if the other party materially breaches these Terms and Conditions or the Contract, and fails to cure the breach within 30 days after receipt of notice of the breach. Upon such termination: a) all licenses granted under the Contract will terminate immediately except for fully-paid, perpetual licenses, b) all amounts due under any unpaid invoices will become due and payable immediately. c) the terms of these Terms and Conditions and the Contract, that are likely to require performance, or have application to events that may occur, after the termination or expiration of these Terms and Conditions and the Contract, will survive termination or expiration, including all indemnity obligations and procedures. 15. Final provisions 1) In matters not covered by these Terms and Conditions, the provisions of German law shall apply. The exclusive venue for all disputes arising from or in connection with these Terms and Conditions and the Contract is the seat of theBlue.ai. 2) theBlue.ai reserves the right to change these Terms and Conditions; any changes shall be effective from the date of their publication on the Store's website, however, only in relation to Request for proposal that will be placed after the change. 3) If any part of these Terms and Conditions is held to be unenforceable, the rest of it will remain in full force and effect. 4) Comments or reports regarding violations of these Terms and Conditions should be reported via e-mail to the address contact@theBlue.ai.