MEDARDIX® TERMS AND CONDITIONS OF SALE AND USE

Effective date: March 8, 2026

These Terms and Conditions of Sale and Use, together with any applicable order form, quote, subscription plan, data processing agreement, where relevant, service description, support terms, security documentation, and product documentation made available by MedTrio (together, the "Agreement"), form a binding contract between MedTrio s.r.o., registered at Pod Harfou 933/62, Vysocany (Praha 9), 190 00 Praha, represented by its managing director Marek Wintersteiner ("MedTrio"), and the customer accepting the Agreement or accessing or using the Solution (the "Client"). MedTrio and the Client are each a "Party" and together the "Parties".

MedTrio develops and operates Medardix®, a software-as-a-service product for medical scribing, clinical documentation support, workflow support, and related professional healthcare use, which may be made available as a web application, browser extension, integration, mobile-accessible interface, API-enabled service, or related software service with AI-assisted functionality (the "Solution").

By signing an Order Form, completing an online subscription flow, clicking acceptance, creating an account, or otherwise accessing or using the Solution, the Client confirms that it has read and accepted the Agreement and that the person accepting it has authority to bind the Client. If the Client does not agree to the Agreement, the Client must not access or use the Solution.

1. PURPOSE AND SCOPE

1.1 These Terms govern the sale, licensing, access to, and use of the Solution by the Client and its Authorized Users.

1.2 The Solution is offered only to business customers and self-employed licensed healthcare professionals acting in the course of their professional activities. The Solution is not offered to consumers acting outside their trade, business, or profession.

1.3 The Solution is intended solely for standard professional clinical usage, in accordance with the Documentation, the intended purpose communicated by MedTrio, applicable law, and the Client's internal professional and compliance rules.

1.4 The Solution is an assistive documentation and workflow tool. It does not replace independent clinical judgment, legal obligations, professional review, diagnosis, treatment decisions, coding responsibility, record-retention duties, or any other duty resting with a healthcare provider or healthcare organization. Unless MedTrio expressly states otherwise in writing for a specific offering, feature, or module, the Solution is not a medical device and is not offered as one. The Solution does not serve as an electronic medical record system, and the Client remains solely responsible for creating, maintaining, and retaining medical documentation in compliance with applicable local laws, regulations, and professional obligations.

1.5 The Solution is not licensed for reverse engineering, model extraction, competitive intelligence harvesting, benchmarking for publication, training of competing systems, or any unauthorized technical analysis intended to discover the composition, underlying ideas, structure, prompts, workflows, models, source code, or internal operation of the Solution.

2. DEFINITIONS

For the purposes of the Agreement:

"Account" means the access credentials, workspace, tenant, or other authenticated access environment used to access the Solution.

"Authorized User" means an employee, contractor, physician, clinician, or other individual acting for or under the responsibility of the Client who is expressly authorized by the Client to use the Solution for the Client's internal professional purposes.

"Client Data" means any data, audio recordings, transcripts, text, prompts, files, patient-related information, personal data, metadata, instructions, or other content submitted to, uploaded to, transmitted through, processed by, or generated within the Solution on behalf of the Client.

"Confidential Information" means all non-public information disclosed by one Party to the other Party in connection with the Agreement, whether in oral, written, electronic, visual, or other form, including commercial, contractual, technical, security, product, pricing, business, customer, clinical workflow, product roadmap, software, architecture, and know-how information, together with the terms of the Agreement itself. Confidential Information does not include information that the receiving Party can prove: (a) is or becomes public without breach of the Agreement; (b) was lawfully known to the receiving Party without restriction before receipt; (c) was independently developed without use of the disclosing Party's Confidential Information; or (d) was lawfully received from a third party without breach of any confidentiality obligation.

"Documentation" means user guides, technical documentation, product descriptions, onboarding materials, help-center materials, support instructions, API instructions, where relevant, and policies made available by MedTrio for the Solution.

"DPA" means the data processing agreement entered into between the Parties where MedTrio processes personal data on behalf of the Client.

"Order Form" means any quote, order form, commercial proposal, online subscription page, accepted pricing plan, invoice-backed subscription document, or special conditions identifying the subscription package, fees, billing cycle, user volumes, support tier, term, or special commercial conditions.

"Professional Clinical Use" means ordinary, lawful use by licensed healthcare professionals, healthcare providers, healthcare organizations, or personnel acting under their responsibility or supervision for clinical documentation support, medical scribing, administrative workflow support, or related professional activities in a healthcare setting.

"Services" means the Solution, support services, where included, onboarding services, where purchased, and any related services expressly agreed by MedTrio in writing.

"Subscription" means the paid or trial right granted by MedTrio to access and use the Solution under the relevant plan or Order Form.

"Named User" means a specific natural person designated by the Client to use the Solution, identified at least by first name, surname, and email address. A user account or license may not be shared by multiple persons, used interchangeably by multiple persons, or made available to another person unless MedTrio expressly approves a different arrangement in writing.

"User License" means the right of one Named User to use the Solution within the scope set out in the Agreement, the applicable plan, and the Order Form.

"Subscription Term" means the initial subscription period and any renewal period.

"Updates" means patches, fixes, maintenance releases, security updates, compatibility updates, minor functional improvements, and other changes MedTrio makes available for the Solution.

3. CONTRACTUAL DOCUMENTS AND ORDER OF PRECEDENCE

3.1 The Agreement consists of, in descending order of precedence: (a) the applicable Order Form or Special Conditions; (b) these Terms and Conditions of Sale and Use; (c) the DPA, where relevant; (d) any service description or support terms expressly incorporated into the Order Form; and (e) the Documentation.

3.2 If there is any conflict between contractual documents, the higher-ranking document prevails to the extent of the conflict.

3.3 No purchase order terms, vendor onboarding terms, or other unilateral customer terms shall modify the Agreement unless expressly accepted by MedTrio in writing.

4. ELIGIBILITY, ONBOARDING, AND ACCOUNTS

4.1 The Client is responsible for ensuring that only Authorized Users access the Solution.

4.2 The Client shall ensure that its Authorized Users are appropriately trained and informed about the Solution's intended purpose, limitations, security requirements, and review obligations.

4.3 The Client is responsible for all acts and omissions of its Authorized Users and any person accessing the Solution through the Client's Accounts, whether or not specifically authorized by the Client.

4.4 The Client shall keep login credentials confidential, prevent unauthorized access, and notify MedTrio without undue delay of any suspected compromise, misuse, or unauthorized access.

4.5 The Client is responsible for its devices, systems, internet connectivity, browser environment, telecommunications, integrations not provided by MedTrio, and local cybersecurity measures needed to use the Solution.

5. SUBSCRIPTION, TERM, AND RENEWAL

5.1 The Subscription begins on the start date stated in the applicable Order Form or, if no start date is stated, on the date the Client is first granted access to the Solution.

5.2 The Subscription Term, billing cycle, and renewal model shall be specified in the applicable Order Form, plan, or checkout flow. MedTrio may offer monthly subscriptions, annual subscriptions, or other commercial models.

5.3 Unless otherwise stated in the applicable Order Form: (a) monthly subscriptions renew automatically for successive one-month periods; and (b) annual subscriptions renew automatically for successive one-year periods.

5.4 Either Party may terminate a subscription effective at the end of the then-current Subscription Term by giving notice before the renewal date in accordance with the notice rules stated in the applicable Order Form or, if no such rules are stated, by written notice at least fifteen (15) days before renewal for monthly subscriptions and at least thirty (30) days before renewal for annual subscriptions.

5.5 Trial, pilot, proof-of-concept, beta, or evaluation access may be subject to additional or different terms specified by MedTrio. If there is a conflict, those specific terms prevail for that access.

5.6 Where the Order Form provides for an annual subscription or another fixed Subscription Term, the Parties agree to that subscription as a commitment for the entire agreed term. The Client may terminate the Subscription at the end of the agreed Subscription Term in accordance with Article 5.4. Early termination before expiry of the agreed Subscription Term is possible only where permitted by the Agreement, the Order Form, mandatory law, or written agreement of the Parties. Unless expressly agreed otherwise, fees for the remaining part of the agreed Subscription Term remain payable and paid fees are non-refundable.

6. LICENSE GRANT

6.1 Subject to full compliance with the Agreement and payment of all applicable fees, MedTrio grants the Client, during the Subscription Term, a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to allow its Authorized Users to access and use the Solution solely for the Client's internal Professional Clinical Use.

6.2 The license is restricted to the scope, features, usage caps, user volumes, storage limits, integrations, environments, and term stated in the applicable Order Form or plan.

6.3 Each User License is assigned to one Named User identified in the Order Form, account administration, or another manner agreed by MedTrio. The Client may not permit one User License to be shared by multiple persons or used as a floating, interchangeable, team, or generic license unless this is expressly stated in the Order Form.

6.4 A User License is non-transferable during the first thirty (30) days after its assignment to a specific Named User. After that period, the license may be transferred to another Named User only with MedTrio's prior consent or in a manner expressly stated in the Order Form. MedTrio may refuse such transfer where it would circumvent the agreed licensing model.

6.5 The Solution may be used only for the Client's internal professional purposes in connection with the provision of healthcare services or related professional activities of the Client. The license does not extend to other legal entities, practices, healthcare facilities, groups, franchises, or affiliates of the Client unless they are expressly identified in the Order Form.

6.6 No ownership rights are transferred to the Client. The Solution is licensed, not sold.

6.7 The Client may not make the Solution available to third parties on a service bureau, outsourcing, white-label, resale, leasing, time-sharing, hosting, bureau, or sublicensing basis unless expressly agreed by MedTrio in writing.

6.8 Usage limits, the number of User Licenses, the number of included minutes, the feature scope, any storage limits, and other plan parameters are set out in the applicable Order Form or pricing plan.

6.9 Unless otherwise stated in the Order Form, included minutes always apply to a specific Named User, cannot be transferred between users, cannot be carried over to later billing periods, and expire at the end of the relevant period.

6.10 A minute means each commenced minute of an audio recording, conversation, or other input processed by the Solution. MedTrio may limit or suspend processing after the agreed limit has been exhausted or charge for additional usage in accordance with the Order Form or the applicable price list.

7. PERMITTED USE

7.1 The Client may use the Solution only: (a) for lawful internal business operations; (b) in a clinical or healthcare-related environment by qualified personnel or personnel acting under appropriate supervision; (c) in accordance with the Documentation and any security instructions issued by MedTrio; (d) in compliance with all applicable laws, professional obligations, and data protection requirements; and (e) within the purchased or otherwise authorized usage scope.

7.2 The Client shall ensure that all outputs generated by the Solution are reviewed and validated by appropriately qualified personnel before any clinical, operational, coding, administrative, billing, or record-related use or reliance.

7.3 The Client must not use the Solution outside standard Professional Clinical Use. Without limitation, the Client must not use the Solution to: (a) create, improve, validate, benchmark, train, fine-tune, or operate a competing product or service; (b) perform large-scale automated testing, scraping, harvesting of prompts, transcripts, outputs, or data extraction beyond normal operational use; (c) identify, infer, or reconstruct models, prompts, system instructions, architecture, ranking logic, data structures, or other internal functioning of the Solution; (d) conduct penetration testing, vulnerability scanning, load testing, security probing, or adversarial testing without MedTrio's prior written consent; (e) use the Solution in a way that exceeds agreed usage limits or circumvents technical or contractual restrictions; (f) use the Solution for unlawful, deceptive, fraudulent, abusive, or misleading activities; or (g) use the Solution in a manner that infringes the rights of MedTrio, its licensors, third parties, or data subjects.

8. PROHIBITED ACTS AND REVERSE ENGINEERING RESTRICTIONS

8.1 Except to the limited extent that a restriction is prohibited by mandatory law, the Client and its Authorized Users shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, decode, translate, copy the source structure of, or otherwise attempt to derive the source code, source structure, data structures, prompts, models, logic, know-how, trade secrets, or underlying ideas of the Solution; (b) modify, adapt, create derivative works from, mirror, frame, republish, redistribute, lease, lend, sell, resell, sublicense, outsource, timeshare, commercially exploit, or otherwise make the Solution available except as expressly permitted by the Agreement; (c) bypass or undermine authentication, encryption, rate limits, access controls, logging, audit controls, monitoring, watermarking, anti-abuse controls, or other technical or security measures; (d) access the Solution to build or support a competing product or service, or to conduct comparative technical analysis beyond what is expressly permitted by law and agreed in writing by MedTrio; (e) use robots, crawlers, bots, scripts, browser automation, extraction tools, packet interception, or automated means to access or extract content, outputs, metadata, or functionality other than features expressly made available by MedTrio for ordinary use; (f) remove, obscure, or alter trademarks, copyright notices, proprietary legends, security notices, or identification markers; or (g) attempt to obtain unauthorized access to any account, workspace, tenant, environment, or non-public feature of the Solution.

8.2 Any breach or attempted breach of this Article 8 or Article 7.3 constitutes a material breach of the Agreement. MedTrio may, without limiting any other remedy and where proportionate to the risk involved: (a) suspend access immediately; (b) block the relevant user, workspace, device, IP range, tenant, or account; (c) require remedial measures, written assurances, and security cooperation; (d) terminate the Agreement for cause with immediate effect; and (e) seek damages, injunctive relief, interim measures, and any other remedy available under applicable law.

9. CLIENT RESPONSIBILITIES

9.1 The Client remains solely responsible for: (a) all clinical, medical, diagnostic, therapeutic, coding, billing, scheduling, administrative, and record-keeping decisions; (b) reviewing and validating outputs generated by the Solution before use or reliance; (c) obtaining and maintaining all consents, notices, permissions, instructions, legal bases, and internal approvals required for its use of the Solution and for any processing of Client Data; (d) maintaining backup copies and business continuity arrangements where required by law, regulation, internal policy, or good professional practice; (e) ensuring the legality, integrity, and accuracy of Client Data supplied to the Solution; (f) determining whether the Solution is appropriate for its specific workflows, settings, and regulatory environment; and (g) complying with its own obligations as healthcare provider, controller, employer, contractor, or regulated entity.

9.2 The Client shall not input into the Solution any data for which it lacks the necessary rights, notices, legal basis, authorization, or other permission.

9.3 The Client shall cooperate reasonably with MedTrio in investigating service incidents, security issues, misuse, suspected non-compliance, or support matters.

9.4 The Client is responsible for ensuring, before making an audio recording or otherwise processing patient communication through the Solution, all consents, information duties, notices, legal bases, and internal procedures required by law, professional rules, and the Client's own compliance requirements. MedTrio is not responsible for obtaining patient consent or for assessing whether audio recording is permissible in any particular case.

9.5 The Client shall ensure that a patient's refusal to consent to audio recording or processing of communication through the Solution does not in itself affect the provision of healthcare services to that patient. The Client is responsible for implementing an alternative documentation procedure for cases where the patient refuses such processing.

10. SERVICE AVAILABILITY, SUPPORT, AND CHANGES

10.1 MedTrio shall use commercially reasonable efforts to make the Solution available during the Subscription Term, subject to maintenance, force majeure, internet and infrastructure limitations, third-party dependencies, security measures, and other events outside MedTrio's reasonable control.

10.2 The Solution may be temporarily unavailable due to scheduled maintenance, emergency maintenance, Updates, security actions, or failures of third-party infrastructure, telecommunications, cloud, or other dependent services.

10.3 MedTrio may suspend access to all or part of the Solution where reasonably necessary for security, legal compliance, urgent maintenance, risk mitigation, suspected misuse, overdue payment, or the protection of the Solution, other customers, data subjects, or MedTrio's rights.

10.4 Support services, response targets, onboarding services, and any service levels shall apply only if expressly included in the applicable Order Form or support plan.

10.5 MedTrio may release Updates, modify features, improve usability, and make technical, legal, security, or operational changes to the Solution during the Subscription Term. MedTrio will use reasonable efforts not to materially reduce the purchased core functionality during a then-current paid Subscription Term, except where necessary for legal, regulatory, security, or safety reasons.

10.6 Unless otherwise stated in the Order Form, standard onboarding included in the Subscription consists of no more than three (3) remote training or onboarding sessions, each lasting no more than sixty (60) minutes, intended for basic setup, initial training, and answering ordinary questions relating to the first use of the Solution.

10.7 Standard onboarding must be used within sixty (60) days after the Solution is made available to the Client, failing which it expires without compensation. Standard onboarding does not include individualized repeat training, training of new staff after the initial period, legal or compliance advice, adaptation of the Client's internal processes, integrations, data migration, preparation of the Client's internal documentation, or customer-specific customization of the Solution.

10.8 Any additional training, extended onboarding, individualized consultations, workflow assistance, premium technical support, or other services beyond standard onboarding are separately chargeable services and are provided only on the basis of an Order Form or another written agreement between the Parties.

10.9 Standard support includes only ordinary technical support within the scope stated in the applicable plan or Order Form. Unless expressly agreed otherwise, MedTrio does not provide guaranteed response times, SLAs, telephone support, out-of-hours support, a dedicated support manager, or priority handling of requests.

10.10 Premium technical support, priority support, extended SLAs, out-of-hours support, or dedicated technical assistance are separate chargeable services. Their scope, price, response times, and contact channels must be expressly stated in the Order Form.

10.11 Standard onboarding may include basic training of Authorized Users in ordinary use of the Solution, including recommendations for capturing sufficiently good-quality audio input. MedTrio is not, however, responsible for the quality of the audio recording, the operating conditions of the practice, the manner in which the consultation is conducted, or whether the Client or its users follow the recommendations provided.

11. FEES, BILLING, AND PAYMENT

11.1 Fees are defined in the applicable Order Form, accepted pricing plan, quote, invoice schedule, or other commercial document issued or accepted by MedTrio.

11.2 Unless otherwise agreed in writing, all fees are stated exclusive of VAT and any other applicable taxes, duties, levies, or governmental charges, which shall be added where required by law.

11.3 Fees are payable in the currency and by the payment method stated in the applicable Order Form, checkout flow, or invoice.

11.4 Unless otherwise stated, invoices are due within fourteen (14) days from the invoice date.

11.5 Except where prohibited by law or disputed in good faith with prompt written notice, fees are non-refundable.

11.6 If the Client fails to pay any undisputed amount when due, MedTrio may issue written notice and, if payment remains outstanding after the cure period stated in that notice, suspend access to the Solution until payment is made.

11.7 MedTrio may charge statutory default interest and reasonable recovery costs to the extent permitted by applicable law.

11.8 MedTrio may revise pricing for renewal periods by prior notice. Revised pricing applies from the next renewal term unless otherwise agreed in writing.

11.9 If MedTrio's cost of providing the Solution materially increases as a result of changes in the pricing, commercial terms, availability, or technical requirements of third-party services, in particular cloud infrastructure, AI providers, transcription services, hosting, database, security, integration, or telecommunication services necessary for operation of the Solution, MedTrio may propose a reasonable adjustment of pricing, usage limits, or other commercial terms.

11.10 MedTrio shall notify the Client of the proposed adjustment in writing at least thirty (30) days before its proposed effective date. The Parties shall discuss in good faith a reasonable solution, in particular an adjustment of pricing, an adjustment of the scope of Services, a plan change, a limitation of additional usage, or another commercially reasonable measure.

11.11 If the Parties do not reach agreement within thirty (30) days after delivery of MedTrio's notice, either Party may terminate the affected Services by written notice. The termination becomes effective thirty (30) days after delivery of the termination notice, unless a later date is stated in the notice.

11.12 Until the change or termination becomes effective, the existing terms continue to apply unless continued provision of the affected Services would be impossible or unreasonable for legal, security, regulatory, technical, or operational reasons, or because a necessary third-party service has been terminated, restricted, or materially increased in cost.

12. CONFIDENTIALITY

12.1 Each Party shall protect the other Party's Confidential Information using at least reasonable care and in no event less than the degree of care it uses to protect its own Confidential Information of a similar nature.

12.2 Each Party may use the other Party's Confidential Information only to perform the Agreement, exercise rights under the Agreement, or comply with legal obligations.

12.3 Each Party may disclose Confidential Information only to those employees, contractors, professional advisers, auditors, insurers, subprocessors, or affiliates who need to know it for purposes consistent with the Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement.

12.4 If a Party is required by law, regulation, or binding authority to disclose Confidential Information, it may do so to the minimum extent required, and, where legally permitted, it shall give prior notice to the other Party.

12.5 The confidentiality obligations in this Article survive for five (5) years after termination of the Agreement, except for trade secrets and information that remains confidential by its nature, which shall remain protected for as long as it qualifies for protection under applicable law.

13. DATA PROTECTION AND CLIENT DATA

13.1 Each Party shall comply with applicable data protection laws, including the laws of the Czech Republic and directly applicable European Union law, including the GDPR, where relevant.

13.2 As between the Parties, the Client is responsible for determining the purposes and legal basis of processing Client Data submitted to the Solution, except to the extent MedTrio acts as an independent controller for limited processing expressly identified in the Agreement or required by law.

13.3 Where MedTrio processes personal data on behalf of the Client, the Parties shall enter into a DPA. If there is any conflict between the DPA and these Terms on data-processing matters, the DPA prevails to the extent of that conflict.

13.4 The Client instructs MedTrio to process personal data only as necessary to provide the Services, secure and maintain the Solution, comply with law, enforce the Agreement, and otherwise as documented in the DPA.

13.5 MedTrio shall not use identified or identifiable Client clinical data or patient data to train or improve general models for unrelated customers unless expressly permitted in the DPA or by explicit written agreement.

13.6 Subject to applicable law, the DPA, and proper technical and organizational measures, MedTrio may use de-identified and anonymous information that does not identify the Client, any Authorized User, or any patient for lawful internal analytics, security, service improvement, product performance analysis, and development purposes.

13.7 The Client is responsible for responding to requests, complaints, audits, or instructions from data subjects, supervisory authorities, healthcare authorities, or other competent authorities relating to Client Data, except to the extent MedTrio is legally required to respond directly.

14. INTELLECTUAL PROPERTY

14.1 MedTrio and its licensors retain all right, title, and interest in and to the Solution, Services, Documentation, Updates, interfaces, workflows, prompts, architecture, software, branding, know-how, and all related intellectual property rights.

14.2 Medardix® and associated names, logos, and identifiers are trademarks or protected business identifiers of MedTrio or its licensors. No right to use them is granted except as necessary for authorized use of the Solution in accordance with the Agreement.

14.3 Except for the limited rights expressly granted by the Agreement, no license or right is granted to the Client by implication, estoppel, exhaustion, or otherwise.

14.4 The Client retains its rights in Client Data. The Client grants MedTrio a non-exclusive right to host, copy, transmit, process, display, and otherwise use Client Data only as necessary to provide, maintain, secure, support, and improve the Services in accordance with the Agreement and the DPA.

14.5 Feedback, suggestions, recommendations, correction requests, or ideas voluntarily provided by the Client may be used by MedTrio without restriction and without compensation, provided that MedTrio does not thereby acquire rights in the Client's Confidential Information or personal data beyond what is permitted by law and the Agreement.

15. WARRANTIES

15.1 MedTrio warrants that it will provide the Services with reasonable professional care and skill.

15.2 MedTrio warrants that, during a paid Subscription Term, the Solution will materially conform to the Documentation in all material respects under normal authorized use.

15.3 If the Client believes the Solution materially fails to conform to the Documentation, it shall notify MedTrio without undue delay. MedTrio's commercially reasonable correction, workaround, or re-performance of the affected Services shall be the Client's primary remedy for a proven breach of the warranty in this Article, without prejudice to mandatory rights under applicable law.

16. DISCLAIMERS

16.1 Except as expressly stated in the Agreement, the Solution is provided on an "as available" and "as configured" basis to the fullest extent permitted by law.

16.2 MedTrio does not warrant that the Solution will be uninterrupted, error-free, suitable for every specialty, workflow, language, hardware environment, or third-party system, or that every output will be complete, accurate, or clinically appropriate.

16.3 The Client acknowledges that AI-assisted outputs may contain inaccuracies, omissions, hallucinations, transcription errors, summarization errors, classification errors, and context-dependent limitations, and must always be independently reviewed by qualified personnel before use or reliance.

16.4 The Client is solely responsible for implementation choices, clinical reliance, professional review, use with third-party systems, and regulatory suitability of its own workflows.

16.5 Outputs of the Solution are a working draft and a supporting basis for professional review. The Solution does not provide a verified, authenticated, or forensic transcript, and MedTrio does not warrant that an output will be a complete or verbatim transcript of the audio recording. The Client is responsible for reviewing, editing, authorizing, and making final use of the output in medical documentation or other records.

17. THIRD-PARTY SERVICES AND INTEGRATIONS

17.1 The Solution may interoperate with third-party products, platforms, APIs, browsers, hosting providers, telecommunication services, speech technologies, electronic health record systems, or other external services.

17.2 Unless expressly agreed otherwise in writing, MedTrio is not responsible for third-party services, their availability, security, interoperability, accuracy, or compliance, nor for changes made by third-party providers.

17.3 The Client is responsible for obtaining and maintaining any third-party rights, licenses, integrations, and permissions necessary for its intended use of such third-party services.

18. INFRINGEMENT CLAIMS

18.1 If a third party claims that the Solution, when used by the Client in accordance with the Agreement, infringes that third party's intellectual property right, and if the Client promptly notifies MedTrio and reasonably cooperates, MedTrio may at its option and expense: (a) procure the right for the Client to continue using the affected part of the Solution; (b) modify or replace the affected part so that it becomes non-infringing without materially reducing the purchased core functionality; or (c) terminate the affected part of the Services and refund the prepaid unused fees attributable to the terminated portion.

18.2 This Article does not apply to claims arising from: (a) Client Data; (b) use outside the Agreement or Documentation; (c) combinations not provided or approved by MedTrio; (d) modifications not made by MedTrio; or (e) continued use after MedTrio offered a non-infringing alternative.

19. LIMITATION OF LIABILITY

19.1 Nothing in the Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by law, including liability for fraud, intentional misconduct, death or personal injury caused by negligence where such limitation is not permitted, or infringement of rights that cannot lawfully be waived.

19.2 Subject to Article 19.1, neither Party shall be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, or loss of data, arising out of or in connection with the Agreement.

19.3 Subject to Article 19.1 and unless the Order Form expressly provides otherwise, MedTrio's aggregate liability arising out of or in connection with the Agreement, including liability arising under the DPA, shall not exceed an amount equal to the fees actually paid by the Client for the affected Services during the three (3) months immediately preceding the event giving rise to the claim, and in any event shall not exceed EUR 5,000.

19.4 For the purposes of Article 19.3, the number of User Licenses shall be determined by the Order Form in force on the date of the event giving rise to the claim. If an amount is paid in a currency other than EUR, the equivalent in that currency shall be determined using the exchange rate of the Czech National Bank applicable on the date the claim arose.

19.5 The limitations in this Article apply whether the claim arises in contract, tort, statute, or otherwise, including where a Party was advised of the possibility of the relevant loss.

20. SUSPENSION AND TERMINATION

20.1 Either Party may terminate the Agreement or the relevant Order Form by written notice if the other Party materially breaches the Agreement and fails to cure that breach within thirty (30) days after receiving written notice, unless a different cure period is expressly stated in the Agreement.

20.2 MedTrio may suspend or terminate the Agreement immediately, without any cure period, if the Client or any Authorized User: (a) breaches Article 7.3 or Article 8; (b) attempts to reverse engineer, probe, extract, or misuse the Solution; (c) uses the Solution in a manner creating security, legal, regulatory, competitive, reputational, or operational risk for MedTrio, other customers, data subjects, or third parties; (d) uses the Solution outside standard Professional Clinical Use or in a way that violates applicable law; (e) repeatedly or seriously breaches data protection, confidentiality, security, or payment obligations; or (f) becomes subject to insolvency proceedings, dissolution, liquidation, or comparable circumstances indicating inability to perform material obligations.

20.3 The Client may terminate the Agreement immediately if MedTrio materially breaches the Agreement and fails to cure within the applicable cure period, or if mandatory law grants the Client a mandatory termination right.

20.4 Upon termination or expiry: (a) the Client shall stop using the Solution; (b) Authorized User access may be disabled; (c) the Client shall pay all undisputed amounts accrued up to the effective termination date; (d) each Party shall, upon request, return or destroy the other Party's Confidential Information, except where retention is required by law, professional retention duty, backup systems, or legitimate compliance archiving; and (e) MedTrio may delete or render inaccessible Client Data in accordance with the Agreement, the DPA, retention settings, and applicable law after a reasonable post-termination retrieval period, if any.

20.5 Termination does not affect accrued rights, payment obligations, or provisions intended to survive termination.

21. FORCE MAJEURE

21.1 Neither Party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including natural disasters, epidemic events, war, terrorism, labor disputes, internet or utility failures, telecommunications failures, cloud or hosting outages not caused by that Party, governmental measures, sanctions, civil unrest, or failures of suppliers or subprocessors not reasonably avoidable.

21.2 The affected Party shall use reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.

21.3 If a force majeure event continues for more than sixty (60) days and materially prevents performance, either Party may terminate the affected Services by written notice.

21.4 Nothing in this Article affects MedTrio's right to propose an adjustment of pricing, usage limits, or other commercial terms in the event of an extraordinary increase in third-party costs under Article 11.9.

22. COMPLIANCE, SECURITY, AND ETHICS

22.1 The Client shall use the Solution in compliance with applicable healthcare, privacy, professional, anti-corruption, sanctions, export control, and data security laws.

22.2 The Client shall not use the Solution in a way that would cause MedTrio to breach applicable law or reasonably documented security requirements.

22.3 Each Party represents that it will not knowingly engage in bribery, corruption, or unlawful inducement in connection with the Agreement.

23. ASSIGNMENT AND SUBCONTRACTING

23.1 The Client may not assign, transfer, novate, pledge, or otherwise dispose of the Agreement, in whole or in part, without MedTrio's prior written consent.

23.2 MedTrio may use affiliates, subprocessors, subcontractors, hosting providers, and service providers to perform the Services, provided that MedTrio remains responsible for their performance to the extent required by applicable law and the DPA.

23.3 MedTrio may assign the Agreement to an affiliate or in connection with a merger, restructuring, sale of business, or transfer of a substantial part of the assets relating to the Solution, provided that the assignee assumes MedTrio's obligations under the Agreement.

24. NOTICES

24.1 Notices under the Agreement shall be in writing and may be sent by email, electronic signature platform, registered mail, courier, support portal, or other verifiable written means to the contact details last provided by the receiving Party.

24.2 Notices to MedTrio are valid if sent to the contact details specified in the applicable Order Form, on MedTrio's official website, or otherwise communicated by MedTrio for contractual notices.

24.3 Billing notices, legal notices, and operational notices may be sent to different contacts if so specified by either Party.

25. GOVERNING LAW AND JURISDICTION

25.1 The Agreement shall be governed by the laws of the Czech Republic, excluding conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

25.2 The Parties agree that the courts competent in Prague, Czech Republic, shall have exclusive jurisdiction over disputes arising out of or in connection with the Agreement, unless mandatory law provides otherwise.

26. MISCELLANEOUS

26.1 The Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes prior discussions, proposals, statements, and agreements relating to that subject matter.

26.2 If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in force, and the invalid provision shall be interpreted or replaced to the minimum extent necessary to make it valid while preserving its economic and legal intent as far as possible.

26.3 A failure or delay in enforcing any provision of the Agreement is not a waiver of that provision or any other provision.

26.4 Article headings are for convenience only and do not affect interpretation.

26.5 The Agreement may be executed electronically and in counterparts. Electronic acceptance and electronic signatures have the same effect as handwritten signatures to the extent permitted by law.

26.6 The following provisions survive termination or expiry to the extent relevant by their nature: Articles 8, 9, 11, 12, 13, 14, 16, 18, 19, 20.4, 20.5, 21, 22, 24, 25, and 26, together with any payment obligations accrued before termination.

SIGNATURE / ACCEPTANCE

By signing an Order Form, completing an online checkout, clicking acceptance, or using the Solution, the Client confirms that it has read and accepted the Agreement.