HeartFocus Software
License Agreement

DESKi SAS

Version History

12/08/2025 Software License Agreement ("Agreement") by and between the COMPANY and the Licensee

SOFTWARE LICENSE AGREEMENT AGREEMENT COVERSHEET

WHEREAS, the COMPANY and Licensee have entered into this Agreement for a license to the software program HeartFocus Software, the functions of which are described in the documentation at (https://www.heartfocus.ai/user-manuals), subject to the Software License Agreement Terms and Conditions (“General Terms and Conditions”) annexed hereto.

NOW THEREFORE, for good and valuable consideration, as set out below, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

  1. All Capitalized Terms used herein are defined in the General Terms and Conditions.
  2. The COMPANY shall provide Licensee with access to the Licensed Software as set forth in the General Terms and Conditions subject to the Licensee's full consent to the Agreement.
  3. Licensee shall have the right to use the Licensed Software pursuant to the Terms and Conditions of the Agreement, as annexed hereto. All rights, title, and interest in and to the Licensed Software and the intellectual property rights in and to the Licensed Software shall remain with the COMPANY.

Special Terms and Conditions

License Type and Number: 1 “Full License” (one Full License HeartFocus is only valid for one Probe). Each License is linked to one Probe and cannot be transferred to another Probe without prior deactivation. Any attempt to bypass or circumvent the activation process constitutes a material breach of the Agreement and may result in immediate termination of the Agreement.

License Activation Requirements: The Licensed Software may not be used unless the License has been previously activated via the COMPANY’s online portal available at https://portal.heartfocus.ai. This activation is required to associate the License with the Probe and to enable access to the Licensed Software’s features. Instructions for activation are available in the Documentation and the FAQ section at https://www.heartfocus.ai/faq.

License’s Term: This Agreement shall commence on the Effective Date. Notwithstanding the foregoing, the License granted herein shall become effective only on the date the Licensee purchases a License to activate the Licensed Software through the COMPANY’s designated online portal (“Activation Date”). Prior to the Activation Date, the Licensee may install the Licensed Software but shall not use it for any purpose other than installation and activation.

The Agreement shall be applicable for a subscription period ranging from one (1) to three (3) years (the “Initial Term”), depending on the License option selected by the Licensee through the COMPANY’s online portal commencing on the Activation Date, renewable by tacit agreement for periods of equal duration and under the same conditions subject to payment of the then-current License Fee (the “Renewal Term(s)) unless terminated in accordance with this Agreement.

  • Trial Period’s Term: Thirty (30) days beginning at the Activation Date.
  • License Fee: 
    • $695 per License for a one (1) year subscription.
    • $1800 per license for a three (3) years subscription.
  • Support Services: Support channel available at support@deski.ai under the conditions set out in the General Terms and Conditions 
  • Training: The COMPANY offers to support the training of HeartFocus users. To obtain information about this training session, you can contact our support team via email at support@deski.ai.

IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by their duly-authorized representatives as of the Effective Date.

‍

DESKi SAS

Software License Agreement 

General Terms and Conditions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACTIVATING, ACCESSING OR USING THE LICENSED SOFTWARE. THIS AGREEMENT STIPULATES THE TERMS AND CONDITIONS OF USE OF THE LICENSED SOFTWARE PROVIDED BY DESKi SAS (a French company, registered in the Bordeaux Trade and Companies Register under SIRET number 81814521100012, with its registered office at 2 place de la Bourse, 33000 BORDEAUX), INCLUDING AS ACCESSED THROUGH THE APPLE APP STORE OR ANY DESKi WEBSITE.

THE PRODUCTS AND SERVICES OFFERED BY DESKi ARE SUBJECT TO THE TERMS AND CONDITIONS HEREIN.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT, DO NOT USE THE LICENSED SOFTWARE IN ANY MANNER. YOU AGREE TO INDEMNIFY DESKi FOR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU AGREE ON DESKi TERMS OF SERVICES, YOU ACCEPT TO BE A PARTY TO THIS AGREEMENT TOGETHER WITH ALL UPDATES AND ADDITIONAL TERMS, IF ANY, (COLLECTIVELY, THE “AGREEMENT”), TO BE BOUND BY ITS TERMS AND CONDITIONS AND COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. ONLY IF YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD CLICK ‘AGREE’. IF YOU DO NOT AGREE

WITH THE TERMS AND CONDITIONS SET FORTH HEREIN YOU MAY NOT USE THE LICENSED SOFTWARE. A COPY OF THE LICENSE MUST BE SAVED BY THE LICENSEE.

WHEN DOWNLOADING THE LICENSED SOFTWARE ON THE APPLE APP STORE, YOU MUST ALSO ACCEPT THE FULL AGREEMENT ON THE COMPANY’S WEBSITE DURING THE LICENSE’S PURCHASE

PLEASE NOTE THAT THE AGREEMENT IS CONCLUDED BETWEEN YOU AND DESKi SAS ONLY, AND NOT WITH APPLE. DESKi SAS IS SOLELY RESPONSIBLE FOR THE LICENSED SOFTWARE AND THE CONTENT THEREOF. IF THERE ARE ANY CONFLICTS BETWEEN THE AGREEMENT AND THE APPLE STORE TERMS OF SERVICES, THE LATTER WILL APPLY.

1. Definitions

1.1 “Affiliate” means a party to this Agreement and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such party. The term control as used herein shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership or control.

1.2 “Activation Date” means the date on which the Licensee purchases a License to activate the Licensed Software through the COMPANY’s designated online portal.

1.3 “Documentation” means documentation  (regardless of the format or media in which it is expressed) that describes the function and use (and installation, operation and maintenance) of Licensed Software that are provided by COMPANY to Licensee. The documentation includes the user manual available at the following address: https://www.heartfocus.ai/user-manuals as well as the tutorials posted on the COMPANY’s website.

1.4 “Effective Date” means the date of Agreement acceptance by Licensee, whether through the Apple App Store or directly on the COMPANY’s website.

1.5 “Equipment” refers to a compatible computer as listed in the Documentation, incorporated with or coupled to sonography equipment, onto which the Licensed Software will be installed.

1.6 “Feedback” means feedback and evaluations of the Licensed Software and its use.

1.7 “Licensed Software” means an application programming interface ("APIs") and the software applications that are necessary for providing the functionalities described in the Documentation by the COMPANY in executable object code form, together with the Documentation so provided, and any Software Upgrades provided by COMPANY pursuant to this Agreement.

1.8 “Open Source Software” means software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as “free software” or “open source software” (e.g., Linux), or pursuant to “open source,” “copyleft” or similar licensing and distribution models, including any software that requires as a condition of use, modification, or distribution of such software that it or other software incorporated into, derived from, or distributed with it be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no or minimal charge.

1.9 “Probe” means the compatible ultrasound probe designated in the Documentation.

1.10 “Software Upgrades” means all updates, upgrades, corrections, bug fixes, releases, improvements, or enhancements made to the Licensed Software by COMPANY and made available generally to other licensees of the Licensed Software.

1.11 “Renewal Date” means the first day of the Renewal Term.

1.12 “Term” means the term as defined in the Special Terms and Conditions of this Agreement.

1.13 “Trial Period” means a limited period of time, as specified in the Special Terms and Conditions, during which the Licensee may use the Licensed Software free of charge for evaluation purposes only.

1.14 “Usage Data” means data relating to the Licensed Software and the use and operation of the Licensed Software.

2. License Grant

2.1 Subject to the terms of this Agreement and payment of applicable fees, the COMPANY hereby grants to Licensee and Licensee’s Affiliates a limited, non-exclusive, non-transferable, license to (a) use the Licensed Software for the intended use described in the Documentation, on the number of units of Probes as specified in the Special Terms and Conditions, and the Documentation in conjunction with sonography equipment used for cardiac imaging, and (b) combine, incorporate and/or use the API to interface with the sonography equipment (the “License”). The Licensed Software and Documentation shall not be used in any other manner or for any other purpose during the Term of this Agreement. The COMPANY will deliver the Licensed Software to Licensee according to the Article License Activation Requirements in the Special Terms and Conditions. .

2.2 During the Trial Period,  COMPANY grants Licensee a license under the same conditions as set out above but free of charges, for a limited period as mentioned in the Special Terms and Conditions and for evaluation purposes only.

2.3 The COMPANY hereby grants to Licensee and its Affiliates a limited, non-exclusive, and non- transferable right to allow each of its employees (medical professionals who have received appropriate training as mentioned in the Documentation) to use the Licensee Software for sonographic imaging of cardiac tissue, activity, and functionality during the Term. The Licensee shall remain fully responsible and liable for any and all acts or omissions of its employees whom the Licensee authorizes to access or use the Licensed Software (“Authorized Users”). The Licensee shall ensure that all Authorized Users comply with the terms and conditions of this Agreement, and any breach of this Agreement by an Authorized User shall be deemed a breach by the Licensee.

2.4 COMPANY has all necessary rights and licenses to any and all third-party software provided by the COMPANY, including, without limitation, Open Source Software, together with the Licensed Software. Unless otherwise agreed to between the parties, the use of such third-party software shall be subject to the terms and conditions of this Agreement, or the agreements pursuant to which such third-party software is provided to Licensee. All third-party software and the corresponding licenses are identified by the COMPANY in the Documentation.

2.5 The Licensee can use the Licensed Software on any Apple-branded Products mentioned in the Documentation that the Licensee owns or controls and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that such Licensed Software may be accessed and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.

3. Fees and Payment

3.1 Licensee shall pay all amounts as agreed to by the Parties, as set forth in the Special Terms and Conditions.

3.2 To use the Licensed Software, the Licensee shall purchase a License and provide the serial number of its Probe to activate the Licensed Software through the COMPANY’s designated online portal. The price for the Initial Term shall be displayed to the Licensee prior to purchase and includes applicable taxes and fees, unless otherwise stated (the “License Fee”).

3.3 Payment must be made in full at the time of purchase, directly through the online portal. Upon successful payment and receipt, the  COMPANY will activate the License for the duration of the Term provided for in the Special Terms and Conditions.

3.4 By purchasing the License, the Licensee expressly authorizes the COMPANY, through a third-party payment service provider selected by the COMPANY, to automatically charge the License Fee for each Renewal Term to the same payment method used at the initial purchase, unless the Licensee updates their payment method or terminates the Agreement no later than the day before the Renewal Date. The renewal charge will be processed on or about the Renewal Date, and the Renewal Term will commence immediately following the expiration of the previous term.

3.5 All payments are processed securely by a third-party payment service provider selected by the COMPANY. The Licensee shall provide valid payment details (e.g., credit or debit card) accepted by this third-party payment service provider and shall ensure that such payment method remains valid and funded. Any transaction errors, declines, or expired payment methods must be resolved by the Licensee directly with the third-party payment service provider. The COMPANY may suspend the License access until resolution.

3.6 The COMPANY may update the License Fee applicable to any Renewal Term by providing the Licensee with written notice of the new price at least fifteen (15) days before the Renewal Term. If the Licensee does not agree to the updated price, the Licensee may terminate the Agreement by providing written notice of termination to the COMPANY no later than the day before the Renewal Term. In such a case, the Agreement shall terminate at the end of the then-current Initial Term or Renewal Term.

3.7 To the full extent permitted by applicable law, the Licensee acknowledges that the License Fee is non-refundable once the License has been activated or renewed. The Licensee acknowledges and agrees that if, for any reason whatsoever, the Licensee is unable to use the Equipment or the Probe associated with the Licensed Software, the License Fee shall remain due and payable until the end of the then-current Initial Term or Renewal Term, without any reduction or refund.

3.8 The Licensee may purchase a maximum of five (5) Licenses under the terms of this Agreement. Any request to purchase additional licenses beyond this limit shall require the execution of a specific “Enterprise Agreement” specifying the applicable terms, conditions, and pricing for such additional licenses.

3.9 If a free Trial Period is offered, the duration of such trial will be specified at the time of registration or in the Special Terms and Conditions. During the Trial Period, the Licensed Software may be used free of charge solely for evaluation purposes. Unless the Licensee cancels the subscription before the end of the Trial Period, the License will automatically activate on the Activation Date and the applicable License Fee will be charged according to the payment method provided.

4. Maintenance

4.1 COMPANY shall provide ongoing maintenance services (“Maintenance”) to Licensee and its Affiliates during the term of this Agreement as follows:

4.2 Subject to the terms of this Agreement, COMPANY may provide, at its sole discretion, Software Upgrades in object code format only and the Documentation therefore, when such Software Upgrades and Documentation are completed and made generally available to COMPANY’s other customers.

  1. a) COMPANY will provide technical support for the Licensed Software and Software Upgrades excluding issues caused by improper use, modifications made by the Licensee, or third-party integrations not authorized by the COMPANY. The Licensee may request technical support by sending an email to the dedicated support address: support@deski.ai.
    All support requests will be logged into the COMPANY’s ticketing system and assigned a unique reference number for tracking purposes.
    The Licensee shall provide all necessary information (including error messages, system environment details, and reproduction steps) to enable the COMPANY to investigate and address the reported issue. The COMPANY will make reasonable efforts to review and address support requests in the order they are received. The COMPANY does not guarantee or commit to any specific response time, resolution time, or outcome, and the provision of maintenance services is subject to resource availability.
  2. b) In order to ensure the proper implementation and operation of the Software Upgrades, COMPANY may provide assistance and support to Licensee as prescribed in this Agreement, but the following important responsibilities belong to Licensee:
  1. (i) Assign a coordinator to be available to the COMPANY when COMPANY assists with troubleshooting and repair of the Licensed Software and Software Upgrades;
  2. (ii) Promptly report problems to COMPANY;
  3. (iii) Test the functionality of the Licensed Software and Software Upgrades, to verify that it is functioning properly; and
  4. (iv) Provide information that is reasonably necessary for the COMPANY to troubleshoot the Licensed Software and the Software Upgrades.

4.3 Unless otherwise specified in the Special Terms and Conditions, Maintenance services do not include:
(a) on-site assistance;
(b) customization or development work; or
(c) support for software versions or releases that are no longer supported by the COMPANY.

4.4 The Licensee shall only contact the COMPANY for the maintenance services since Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Software.

5. Return of Licensed Software

5.1 Within thirty (30) days after termination of this Agreement, Licensee shall destroy all copies of the Licensed Software and such Documentation (including all extracts, summaries, and adaptations, and derived works thereof) stored on any Equipment or in any other location or storage media and  cease all use of the Licensed Software.

6. Restrictions and Modifications

6.1 Licensee agrees not to, without the prior written consent of the COMPANY:

  • a) make any modifications to the Licensed Software;
  • b) adapt, translate, reverse engineer, decrypt, decompile, disassemble, or otherwise attempt to discover or obtain the source code or structure, sequence, and organization of the Licensed Software or create derivative works based on the Licensed Software or Documentation, or any part thereof;
  • c) make the Licensed Software or Documentation or any part thereof available to any third party, other than to any Authorized User pursuant to Section 2;
  • make any copies of, reproduce, or transfer any portion of the Licensed Software or Documentation, except for a single copy for purposes of backup, testing, and archiving.
  • d) alter, remove, or suppress in any manner any copyright, trademark, or other notices, credits, or acknowledgments displayed by the Licensed Software or Documentation;
  • e) use the Licensed Software to directly or indirectly provide any services, including, without limitation, a time-sharing or subscription service, to any third party or to function as a service bureau or application service provider, other than as specifically provided for herein; or
  • f) License, rent, sell, loan, lease, pledge, offer as security, transfer, copy, assign, or provide access to the Licensed Software, or Documentation, or any of the rights granted to Licensee hereunder to any other person;
  • g) use the Licensed Software for any purpose other than the intended use as described in the Documentation and for which the U.S. Food and Drug Administration (“FDA”) has cleared the Licensed Software.

7. Intellectual Property

7.1 The Licensed Software and Documentation and all of the intellectual property rights therein shall at all times remain the exclusive property of the COMPANY, and Licensee’s interest therein is only that of having possession of and the right to use the Licensed Software and Documentation pursuant to Section 2. herein, and the right to allow its Authorized Users to use the Licensed Software, pursuant to Section 2. herein, each for the Term of this Agreement (and any extensions hereto). Licensee agrees that it owns no right, title, or interest in or to the Licensed Software or Documentation or any of the intellectual property rights therein.

7.2 This Agreement does not confer on Licensee any right or license to use any of COMPANY’s trademarks or other intellectual property or any rights therein, other than as specifically set forth herein.

7.3 Licensee agrees to and hereby does assign, transfer, grant, and convey to the COMPANY all of Licensee’s and the exclusive rights, title, and interest in and to any and all Feedback and Usage Data, and agrees to execute all documents necessary to effect COMPANY’s exclusive ownership in and to all Feedback and User Data. Licensee appoints COMPANY its attorney in fact to execute such documents. This appointment is coupled with an interest and is therefore irrevocable.

7.4 Licensee agrees that the COMPANY retains all rights in and to any and all technical and other data that is obtained through the operation of the Software, other than patient personally identifiable information that is manually input into the system. The COMPANY may use such data at its discretion and may disclose non-Licensee and non-patient identifiable portions of such data to third parties.

8. Confidentiality

8.1 Licensee acknowledges that the Licensed Software and the Documentation provided to Licensee contain confidential and proprietary information and are confidential information of the COMPANY and/or its suppliers. Licensee agrees to hold the Licensed Software and the Documentation in confidence and shall not disclose, allow access to, or otherwise make available the Licensed Software or Documentation, or any part thereof, during the Term of the Agreement and for a period of at least ten (10) years after its termination to any other party without the prior written consent of the COMPANY, except to its employees, Affiliates, or other persons authorized by the COMPANY.

8.2 Licensee shall use reasonable means, but not less than that used to protect its own confidential and proprietary information, to safeguard the Licensed Software and Documentation.

8.3 Licensee shall be responsible for any unauthorized use or disclosure of the Licensed Software and Documentation by any of its employees, agents, or independent consultants.

8.4 Neither Party shall market, promote, or make any public disclosures regarding this Agreement except as mutually agreed or required by applicable law; provided, that the COMPANY may identify Licensee as a trial user or licensee of the Software unless Licensee notifies the COMPANY otherwise in writing within five (5) days of execution of this Agreement. Notwithstanding the foregoing, the COMPANY may disclose this Agreement to potential investors with the understanding that the COMPANY will use reasonable efforts to induce these potential investors to hold confidential the existence and the terms of this Agreement.

9. Notices and Legends

9.1. Licensee agrees to retain any copyright notices, patent markings, license numbers, trademarks, credits, serialization numbers, or other information included in or on the Licensed Software and Documentation. The existence of any copyright notice shall not be construed as publication of the Licensed Software or Documentation.

10. Termination

10.1 If one of the Parties fails to fulfill any of its contractual obligations, the other Party may terminate the Agreement automatically within thirty (30) days of sending a formal notice by registered mail with acknowledgment of receipt that remains without effect. This termination shall be at the expense of the Party responsible for the unfulfilled contractual obligation, except in cases of force majeure as referred to in the article entitled “Force Majeure.” It is expressly agreed that default by the Licensee shall be defined in particular as any failure to pay one or more agreed due dates, which could result in the application of this article.

10.2 Licensee shall have the right to terminate this Agreement at any time, for any reason or no reason at all, by giving fifteen (15) days' written notice to COMPANY of its intent to terminate this Agreement; provided that, if applicable, Licensee shall remain obligated to pay for the entire period for which Licensee agreed to a subscription period, which entire amount shall accelerate and become due and payable on the date of such termination.

10.3 The COMPANY reserves the right to terminate this Agreement at its sole discretion, at any time, by providing the Licensee with thirty (30) days’ prior written notice. In such a case, the COMPANY shall reimburse the Licensee, as final settlement, the portion of the License Fee already paid corresponding to the remaining period of use as of the effective date of termination. No additional compensation, damages, or indemnification of any kind shall be due to the Licensee as a result of such termination, other than the reimbursement specified above.

10.4 Upon expiration or termination of the Agreement, the Licensee shall have a period of ninety (90) calendar days from the effective date of termination (“Reversibility Period”) to download, export, and/or otherwise secure any data generated, processed, or stored through the Equipment, including patient-related information, to Licensee's information system. The Licensee further undertakes to permanently delete any data remaining on its systems or equipment no later than the end of the Reversibility Period, in compliance with all applicable regulations.

11. Injunctive Relief

11.1. Licensee acknowledges that the COMPANY may be irreparably harmed if Licensee’s obligations under this Agreement are not specifically enforced and that the COMPANY would not have an adequate remedy at law in the event of an actual or threatened violation by Licensee of its obligations despite the availability of monetary damages. Therefore, Licensee agrees that the COMPANY shall be entitled to seek an injunction or any appropriate decree of specific performance for any actual or threatened violations or breaches by Licensee, its employees, agents, and/or representatives, or the continuation of any such breach, without the necessity of proving actual damages or posting of a bond.

12. Indemnification

12.1 COMPANY (and not Apple) shall indemnify, defend, and hold harmless Licensee from and against any and all actual or threatened third-party losses, liabilities, expenses, damages, claims, demands, or causes of action or proceedings (including without limitation reasonable attorney fees and disbursements) based on, arising out of, concerning, resulting from, or relating to any (a) allegation of infringement of any third-party intellectual property rights based on proper use of the License Software by Licensee, its Affiliates, or its employees in conformance with Licensee's obligations hereunder or (b) breach of any provision of this Agreement by COMPANY.

12.2 Licensee shall indemnify, defend, and hold harmless COMPANY and its officers, agents, and employees from and against any and all actual or threatened third-party losses, liabilities, expenses, damages, claims, demands, or causes of action or proceedings (including without limitation reasonable attorney fees and disbursements) based on, arising out of, concerning, resulting from, or relating to any (a) allegation of infringement of any third-party intellectual property rights based on improper use of the License Software by Licensee, its Affiliates, or its employees not in conformance with Licensee's obligations hereunder or (b) breach of any provision of this Agreement by Licensee.

12.3 Should any claims, demands, causes of action, or proceedings (“Claim”) be raised against Licensee, its Affiliates, or its officers, agents, or employees alleging infringement of a third-party patent or copyright, the COMPANY shall have the right to use commercially reasonable efforts to seek to resolve such Claim by one or more of the following: (a) modifying the Licensed Software such that it no longer infringes or (b) obtaining a license to the asserted intellectual property (the payments under which shall be borne by the COMPANY). Should neither of the above options be commercially reasonable for the COMPANY, the COMPANY shall promptly notify Licensee, and Licensee and the COMPANY shall each have the right to immediately terminate this Agreement.
Licensee shall promptly notify the COMPANY of any Claim.

12.4 A party seeking indemnification under this section shall notify the indemnifying party of the Claim and any liability or expense giving rise to the obligation to indemnify pursuant to this section as soon as reasonably practicable after receiving notice thereof.

12.5 The COMPANY is responsible for addressing any claims of the Licensee or any third party relating to the Licensed Software or the Licensee’s possession and/or use of that Licensed Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with the Licensed Software’s use of the HealthKit and HomeKit frameworks.

13. Limitation of Liability

13.1 Other than with respect to claims under Sections 6, 8, or 12 or breaches thereof, and to the fullest extent permitted by applicable law, in no event shall the Company, its agents or employees, have any liability to the Licensee or any third party for the cost of substitute goods or any incidental, indirect, punitive, special, exemplary, or consequential damages, or lost profits, loss of data, loss of use, loss of business opportunity or claims of third parties, arising in any manner in connection herewith, or out of this Agreement, the performance or breach hereof or the subject matter hereof, however caused, whether by negligence or otherwise, regardless of the form of action, whether for breach of contract, breach of warranty, negligence, strict product liability, infringement or otherwise, and whether or not the Company has been advised of the possibility of such damages. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

13.2 The Licensee expressly acknowledges that the Licensed Software must be used exclusively in accordance with the Documentation provided by the COMPANY. Prior to any use of the Licensed Software, the Licensee undertakes to carefully read, understand, and comply with all instructions, warnings, contraindications, cautions, and precautions contained in the Documentation. The Licensee shall be solely responsible for the use of the Licensed Software, for its integration into professional practice, and for the interpretation and utilization of any results generated. Any use of the Licensed Software that is not in compliance with the Documentation, or for purposes other than those expressly permitted and authorized under applicable regulations, shall be the sole responsibility of the Licensee.

13.3 In no event shall Company aggregate liability to the Licensee for all claims, whether in contract, or any other theory of liability, exceed the amounts paid by Licensee hereunder during the six (6) month period preceding any such claim. This limitation shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

14. Representations and Warranty

14.1 Other than as specifically set forth herein, and to the fullest extent permitted by applicable law, the Licensed Software, and Documentation are provided “AS IS” and “WITH ALL FAULTS”. Licensee agrees that the use of the Licensed Software, and Documentation is at Licensee’s risk. The COMPANY does not warrant that the Licensed Software will meet requirements other than those described in the user manual, nor that it will be error-free in the event of use inconsistent with the user manual. Licensee shall read the Documentation before any use of the Licensed Software.

14.2 To the fullest extent permitted by applicable law, the Company makes no warranty of any kind to Licensee or any third party, express, implied, or statutory, with respect to the Licensed Software, Documentation, operation of the Licensed Software, or outputs of or results obtained from use of the Licensed Software, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, operability or non-infringement, and all such warranties are hereby excluded by Company and waived by Licensee.

14.3 Company makes no warranty of any kind to Licensee or any third party with respect to any third party software, including without limitation, Open-Source Software, used by Licensee in conjunction with the Licensed Software. All licenses and costs with respect to all third-party software are the sole and exclusive responsibility of Licensee. All integration and use of and problems caused by or resulting from use of any third-party software in conjunction with the Licensed Software are the sole and exclusive responsibility of Licensee, and Company shall have no responsibility or liability with respect thereto.

14.4 If applicable, in the event of any failure of the Licensed Software to conform to any applicable warranty, the Licensee may notify Apple, and Apple will refund the purchase price for the Licensed Software to the Licensee. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty.

15. Compliance

15.1 Licensee acknowledges that the U.S. Food and Drug Administration (“FDA”) has cleared the Licensed Software only for the intended use described in the User Manual.

15.2 Notwithstanding that this Agreement is governed by French law, the Parties acknowledge that the Licensed Software is intended to be used as a medical device in the United States. Accordingly, the Licensee agrees to use the Licensed Software in compliance with all applicable U.S. laws, regulations, and guidelines.

15.3 Licensee agrees to comply with all applicable export and import laws and restrictions and regulations, and not to export or re-export the Licensed Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.

16. Audit

16.1 Provided at least one (1) week’s notice is given, the COMPANY or any third party appointed by the COMPANY may audit the Licensee’s information systems and accounting records during business hours for the sole purpose of verifying that the Licensee's use of the Licensed Software complies with the terms of the Agreement.

16.2 If the audit reveals that the Licensee's use of the Licensed Software exceeds the use permitted by the Agreement, the Licensee shall be liable for (i) all amounts due to such excessive use of the Licensed Software plus interest on such amounts and (ii) all costs incurred by the COMPANY in performing the audit, within ten days of the date of written notification of the audit results.

17. Data Protection

17.1 COMPANY’s processing of personal data is governed by COMPANY’s Privacy Policy. The Privacy Policy is incorporated by this reference into, and made a part of, these General Terms and Conditions. The Software itself does not collect, process, or store User Data (profile/contact). Such data is handled via the Heart Focus Portal as described in the Privacy Policy. The Software may only collect and process Technical & Navigation Data, which is retained for up to 25 months from LICENSEE’s last connection to the Software. COMPANY does not collect or receive health/special-category data via the Software. If LICENSEE connects third-party devices (e.g., a probe), any health information they generate will be stored and processed locally on LICENSEE’s device; COMPANY does not access, transmit, or store that information on COMPANY’s servers. If this changes, COMPANY will update the Privacy Policy and, where required, obtain LICENSEE’s explicit consent. By consenting to the use of the Software, LICENSEE agrees to the terms of collection, use, and sharing of LICENSEE’s personal data as described in the Privacy Policy. For any privacy matter, the Privacy Policy governs and prevails over these Terms and Conditions.

17.2 COMPANY uses necessary cookies to provide core functionality (e.g., secure login, preference management) and, with LICENSEE’s consent, analytics cookies (see the Privacy Policy for the current list, purposes, and choices). LICENSEE can manage preferences through LICENSEE’s browser settings.

17.3 COMPANY may use third-party services (e.g., crash monitoring and analytics) and a payment processor (e.g., Stripe) as detailed in the Privacy Policy. Those providers process data under their own terms and privacy policies. COMPANY does not store full card numbers.

17.4 LICENSEE must: (i) keep LICENSEE’s device and the Software up to date; (ii) maintain the confidentiality of credentials; (iii) not copy, modify, reverse-engineer, or create derivative works except as permitted by law; (iv) not use the Software for unlawful, harmful, or infringing activities.

18. Miscellaneous

18.1 Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

18.2 The failure of either party to enforce any term or condition of this Agreement shall not constitute a waiver of either party’s right to enforce each and every term and condition of this Agreement. No breach under this Agreement shall be deemed waived or excused by either party unless such waiver or consent is in writing signed by the party granting such waiver or consent. The waiver by or consent of a party to a breach of any provision of this Agreement shall not operate or be construed as a waiver of or consent to any other or subsequent breach by such other party.

18.3 The Licensee declares and undertakes to maintain in force its insurance contract with an insurance company that is known to be solvent, for all financial consequences of its professional civil liability arising from bodily injury, property damage, and intangible damage caused in the performance of the Agreement.

18.4 The Parties are authorized to refer to each other and to mention their commercial relationship on a fair basis.

18.5 This Agreement may not be assigned by either party without the prior written consent of the other party. Notwithstanding the foregoing, it is expressly agreed between the Parties that any company created by the COMPANY, or succeeding to COMPANY's rights by transfer, acquisition, change of control, spin-off or merger, may replace the COMPANY as the assignee of the Agreement. To this end, the Agreement shall continue in force without it being necessary for the COMPANY to obtain the prior authorization of the Licensee. The Licensee expressly agrees to accept any change in the person of the COMPANY and recognizes any successor of the COMPANY as its co-contracting party, effective upon notification by the COMPANY of the operation by registered letter with acknowledgment of receipt The Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the Parties hereto. Any assignment or transfer in violation of this Section shall be null and void.

18.6 The Licensee expressly authorizes the COMPANY to use subcontractors to provide the Services. In this context, the COMPANY may disclose to the subcontractors all information and/or elements necessary for providing the Services.

18.7 The parties agree that this Agreement states the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written, relating thereto.  The COMPANY may amend the Agreement for technical, legal, or commercial reasons, by providing the Licensee with at least thirty (30) days’ written notice. If the Licensee does not accept the amended terms, it may terminate the Agreement at least fifteen (15) days before the Renewal Term.

18.8 All notices, demands, requests, consents or other communications required or permitted by this Agreement (“Notices”) shall be in writing and sent to the parties at their current known addresses, or to such other address as either party may specify in writing. Notices shall be deemed duly served on or delivered (1) when delivered personally, (2) when sent to the other party by certified mail, return receipt requested, on the earlier of (a) when signed for or (b) three business days following deposit with the postal service, (3) when delivered by hand or the next day when sent by recognized overnight courier (with acknowledgement received by the courier), or (4) when sent by facsimile or email, electronically confirmed and followed up immediately by standard mail.

18.9 This Agreement and all disputes under or relating to this Agreement shall be governed by and construed in accordance with the laws of France. The parties hereby opt out of the Uniform Computer Information Transaction Act to the fullest extent permitted by law.

18.10 In the event of any dispute relating to the Agreement, the Parties expressly agree to submit to the exclusive jurisdiction of the Courts within the jurisdiction of the Bordeaux Court of Appeal, notwithstanding multiple defendants or third-party claims.

18.11 The provisions of Articles 3 (to the extent any amounts remain unpaid), 5, 6, 8, 11, 12, 13, and 14, shall survive any termination or expiration of this Agreement.

18.12 The relationship between the parties is that of independent contractors, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.

18.13 Neither party shall be liable, or deemed to have failed to perform, for any failure to perform due to force majeure as defined in article 1218 of the French Civil Code, if it notifies the other party and uses its best efforts to minimize the damage and perform its obligations as soon as possible after the force majeure ceases. If such an event prevents the parties from performing their obligations for a period exceeding thirty (30) days, the performance of the Agreement shall be suspended, and the parties undertake to enter into discussions to find an alternative solution. If the parties do not find an alternative solution at the end of a period of eight (8) additional calendar days, the Agreement will be terminated by right, as of the sending of a registered letter with acknowledgement of receipt by the most diligent party, without any compensation being due. The parties agree that pandemics are included in the cases of force majeure.

18.14 The Licensee must comply with applicable third-party terms when using the Licensed Software.

18.15 Apple, and Apple’s subsidiaries, are third party beneficiaries of these General Terms and Conditions. Upon the Licensee’s acceptance, Apple will have the right to enforce these terms and conditions against the Licensee as a third party beneficiary thereof.

18.16 The Licensee represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.

18.17 The Parties expressly agree that any document signed electronically within the framework of this Agreement: (i) constitutes the original of the said document; (ii) constitutes written proof within the meaning of Article 1365 of the French Civil Code; (iii) has the same probative value as a document signed by hand on paper in accordance with Article 1366 of the French Civil Code and may be validly invoked against each of the Parties and third parties; (iv) may be produced before courts as written evidence in the event of disputes, including disputes between the Parties. Consequently, the Parties acknowledge that any document signed electronically constitutes proof of the content of said document, the identity of the signatory, and their consent to the obligations and consequences in fact and in law arising from the document signed electronically.