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The purpose of this Agreement is regulating the terms and conditions in which Transmural grants the Client a temporary (maximum three (3) months) and free access to the Services described below, as free-trial.

2.1 Services provided by Transmural (hereinaflter, the “Services”) consist on the performance of a robust, rapid and easy-to-use test to early predict the spontaneous preterm birth risk during pregnancy due to a premature cervical remodelling of the patient, based on the automatic analysis of a pelvic ultrasound image of the cervix previously supplied by the Client.

2.2 Transmural provides its Services by the configuration of an “SaaS” (Software as a Service) model, while also making the computer platform accessible over the www.quantusprematurity.org/platform website (hereinafter, the “Platform”), via which the Services are provided,available to the Client as a service on demand used in a shared fashion with other users and which is installed on an infrastructure provided by Transmural via Cloud Computing.

2.3 The Client shall Access the Platform by means of the access codes provided by Transmural for such purpose, and shall use the Platform accordingly to the indications contained in the “User’s Manual” and the “Image Acquisition Guide”, material which is available on the Platform itself (where their latest versions will be accessible at all times).

2.4 The Client will allow access to the Platform and the Services provided through it solely to qualified medical personnel, guaranteeing their diligent and suitable use, in accordance with the matters set forth in the present Agreement and the aforementioned User’s Manual.

2.5 The Client is the sole party responsible for the safety and confidentiality of the access codes to the assigned Platform, and Transmural is exempt from any responsibility for non-authorised access to the Platform or the Services.

3.1 Transmural is the legitimate owner of and shall at all times retain the totality of the intellectual and industrial property rights relating to the Services, as well as those relating to the Platform and the software use to provide the Services (hereinafter, the “Software”) (including source codes, texts, images, brands, logos, colour combinations as well as their structure, selection, organisation and presentation) and the Client makes no claim on any of these.

3.2 Execution of the Agreement never involves the assignment of any intellectual or industrial property right regarding the Services, Platform or Software. However, for the purposes of enabling the Service provision, Transmural does grant the Client a temporary, revocable, non-exclusive and non-transferrable licence to use the Platform, subject to the conditions established in the present Agreement.

3.3 Throughout the term of the Agreement, the Client shall be obliged to: (a) use the Platform diligently, correctly and lawfully and, in particular, must agree to abstain from suppressing, evading or manipulating copyright and other data that identify Transmural’s rights, as well as the technical protection devices or any information mechanisms that could be included on the Platform; and (b) not use inverse engineering techniques, decompile or disassemble the Platform.

3.4 Meanwhile, the Client expressly authorises Transmural to use its name, image and logo in presentations it may give to third parties, on the Transmural website or in any other promotional material it may make, with the sole purposing of referring to the existence of the relationship that is the object of the Contract and the use of the Software and/or Platform by the Client.

4.1 Provision of the Services implies that Transmural has access to personal data included on files that are the Client’s responsibility, and for this purpose undertakes to complying with the obligations established by current legislation on personal data protection. In this regard and in relation to the data processing referred to above, Transmural undertakes to:

    i. Ensure data processing is limited solely and exclusively to that needed for the Service provision;

    ii. Process data to which it has access in accordance with the Client’s instructions and not apply or use them for any purposes other than those established in the Agreement, nor communicate them, even for conservation purposes, to any third party without the Client’s previous authorisation;

    iii. Adopt the technical and organisational measures needed to guarantee the security and integrity of the personal data being processed and to prevent unauthorised access, considering the state of technology, the nature of the stored data and the risks to which they are exposed, whether from human activity or the physical or natural environment, as provided for, under Regulation (EU) 2016/769 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data and repealing the Directive 95/46 / CE (hereinafter, Regulation of General Data Protection or RGPD)

    iv. Once the Agreement has ended, destroy or return to the Client any data that have been processed, except for those which must remain blocked as a result of a legal provision or while any liability might arise from Transmural's relationship with the Client.

4.2 In accordance with the provisions of article 21 of the aforementioned Regulation of General Data Protection (RGPD), the Client expressly authorises Transmural to partially subcontract the Services, particularly the virtual infrastructure in which the Platform is housed, and to process the personal data that said subcontracting involves.

5.1 GENERAL MATTERS. The reports that Transmural supplies to the Client as a result of the Service provision indicate a percentage of probability that the patient in the analysed ultrasound images will suffer spontaneous preterm birth, calculated on the basis of the information supplied by the Client. In no case do these reports contain a diagnosis with 100% certainty. Subsequently, the reports Transmural supplies should never be considered as a single element of diagnosis for medical decision-making on the part of the Client. The Client therefore expressly exempts Transmural from any liability that derives from medical decision-making on the part of the Client, its personnel or the patients to whom the images supplied to perform the tests that are the object of the Services correspond.

5.2 The percentages of probability that Transmural offers in its reports may be altered if the ultrasound images provided by the Client do not strictly comply with the conditions established in the aforementioned “Image Acquisition Guide” which is also available on the Platform.

5.3 Additionally, and unless the opposite is expressly imposed in the Agreement or any legal provision, and exclusively in so far as it is imposed, Transmural shall respond solely for direct damage the Client may suffer as a direct consequence of an anomaly in the Service provision directly caused by an action or omission on the part of Transmural. Transmural shall therefore be exonerated from any type of liability with the Client, its clients and any third party, for any damage they could suffer as a consequence of actions or omissions imputable to the Client, its users, contractors, representatives, assignees, employees or personnel that depend on it or who are at its service, or any third parties, as well as any direct or indirect consequences from poor use or improper handling of the Platform by persons outside Transmural. In any case, Transmural shall not be held responsible for indirect damage, loss of business, revenue or profit, consequential damage, lost income or business opportunities, cost savings or the disappearance or deterioration of Client data.

5.4 Transmural shall never be liable for: (a) costs, fines, sanctions, compensation, charges, damage or fees deriving from a breach of the Client’s obligations; (b) the content, use or publication of information or communications distributed via the Platform, or the use and outcomes obtained by the Client from the Services; (c) infringement by the Client of any regulation that could be applicable as a result of or in relation to the use of the Platform; (d) any other event not directly and exclusively imputable to it.

5.5 The Client is and shall be the only party responsible for: a) the use made of the Platform and the reports that arise from the Service provision; (b) full compliance with any regulation that may be applicable as a result of or in relation to the use of the Platform; (c) obtaining, where applicable, informed patient consent for performing the ultrasound tests; (d) providing Transmural with true and updated information.

5.6 Similarly, Transmural shall not be liable to the Client or any third party for any type of loss of information or data derived from the use of the Platform; the installation of third-party applications, computer viruses, electrical faults; poor state or breakdown of the computer systems used by the Client, operating system errors; handling by unauthorised personnel, reasons of force majeure; delays or failures in the use of the Platform or any other case that is beyond Transmural’s reasonable control.

5.7 EXONERATION. Transmural shall not be held responsible for problems deriving from lack of access or problems inherent in connecting to the Internet or electricity supply when the origins of the problems are beyond its control or could not have been foreseen by the Parties, or, when they could have been foreseen, if Transmural has taken all reasonable efforts to avoid them, or which are considered fortuitous events or force majeure. Transmural is completely separate and does not intervene in the creation, transmission or availability and does not exercise any kind of previous control. Nor does it guarantee the legality, infallibility and usefulness of the content transmitted, disseminated, stored, received, obtained, made available or accessible by means of the Services and may not be held liable for any problems that may derived from this. Transmural does not guarantee the infallibility and utility of the reports provided to the Client over the Platform and may not be held liable for any problems that may derived from this.

5.8 Not affecting the liability waivers and limitations agreed to under the present condition, the Parties accept that any indemnity that could potentially derive from a breach of the Agreement must necessarily be moderated, taking the following criteria, among others, into account: a) the existence of a reasonable relationship between the existing levels of guarantees and the absence of any payment by the Client for the Services provided; (b) the state of technology at all times and the uses and customs of companies that operate in the sector; (c) the type and nature of the Services in relation to the risks inherent to the Client’s business activity; and (d) the taking by the Client of the necessary precautions to eliminate and/or where applicable reduce the damage suffered.

6.1 The Agreement provisions shall be bound and interpreted by Spanish law.

6.2 To settle any dispute that may arise in relation to the execution or interpretation of the Agreement, the Parties expressly waive any other jurisdiction that may apply and agree to submit to the jurisdiction of the Courts of the city of Barcelona, Spain.