Nuup Cloud Services Agreement

This Cloud Services Agreement (this “Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and Nuup Health Corp. (“Nuup”). This Agreement governs your access to and use of the Cloud Services (defined below).

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES (the “Effective Date”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE CLOUD SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS.

YOU MAY NOT ACCESS OR USE THE CLOUD SERVICES.

Definitions.
1. “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Cloud Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Cloud Services has been purchased hereunder.
2. “Cloud Services” means the services provided by Nuup under this Agreement that are detailed on Nuup’s website available at https://nuuphealth.com .
3. “Customer Data” means, other than Aggregated Statistics (defined below), information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Cloud Services.
4. “Diagnosis Results” means results of any diagnosis, analysis or test performed by the Cloud Services or third parties with respect to Customer Data that are inputted and/or processed by the Cloud Services
5. “Nuup IP” means the Cloud Services and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. Nuup IP includes Aggregated Statistics and any information, data, or other content derived from Nuup’s monitoring of Customer’s access to or use of the Cloud Services, but does not include Customer Data.
6. “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Cloud Services.
Access and Use.
1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Nuup hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Cloud Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Nuup shall provide you the necessary passwords and access credentials to allow you to access the Cloud Services.
2. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Cloud Services, any software component of the Cloud Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Cloud Services, any software component of the Cloud Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Cloud Services except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Cloud Services, in whole or in part; (iv) remove any proprietary notices from the Cloud Services; or (v) use the Cloud Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
3. Access Restrictions. Access to and use of the Cloud Services (other than free public areas) are limited only to those Authorized Users who are healthcare professionals (or categories of healthcare professionals) or others to whom Nuup has granted access and use rights consistent with this Agreement. The scope of such access rights shall be limited to those sections of the Cloud Services to which you have subscribed and for which you are current in your payment obligations to Nuup or its third-party distributors.
4. Medical Diagnosis and Treatment. You acknowledge and agree that: (i) the Cloud Services do not make final clinical or other decisions and are not a substitute for competent, properly trained and knowledgeable staff who bring professional judgment and analysis to the information presented by the Cloud Services; (ii) you and Authorized Users, and specifically not Nuup, are solely responsible for verifying the accuracy of all patient information and determining the data necessary for you or any Authorized User to make medical and diagnostic decisions, as well as for complying with all laws, regulations and licensing requirements applicable to your or any Authorized User’s delivery of healthcare services; and (iii) you have reviewed and will communicate to Authorized Users any Cloud Services information which may be provided to you from time to time.
5. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Nuup may monitor Customer’s use of the Cloud Services and collect and compile data and information related to Customer’s use of the Cloud Services (including Diagnosis Results) to be used by Nuup in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Cloud Services (“Aggregated Statistics”). As between Nuup and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Nuup. You acknowledge that Nuup may compile Aggregated Statistics based on Customer Data input into the Cloud Services. You agree that Nuup may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer.
6. Reservation of Rights. Nuup reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Nuup IP.
7. Suspension. Notwithstanding anything to the contrary in this Agreement, Nuup may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Cloud Services if: (i) Nuup reasonably determines that (A) there is a threat or attack on any of the Nuup IP; (B) Customer’s or any other Authorized User’s use of the Nuup IP disrupts or poses a security risk to the Nuup IP or to any other customer or vendor of Nuup; (C) Customer or any other Authorized User is using the Nuup IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Nuup’s provision of the Cloud Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Nuup has suspended or terminated Nuup’s access to or use of any third-party services or products required to enable Customer to access the Cloud Services; or (iii) in accordance with 4 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Nuup shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Cloud Services following any Service Suspension. Nuup shall use commercially reasonable efforts to resume providing access to the Cloud Services as soon as reasonably possible after the event giving rise to the Cloud Services Suspension is cured. Nuup will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
Customer Responsibilities.
1. Acceptable Use Policy. The Cloud Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://nuuphealth.com/terminos from time to time, including Nuup’s Acceptable Use Policy, if any.
2. Account Use. You are responsible and liable for all uses of the Cloud Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Cloud Services and shall cause Authorized Users to comply with such provisions. Without limiting the foregoing, you are responsible for maintaining the confidentiality of the accounts of all Authorized Users, as well for all activities that occur under the accounts of Authorized Users. You agree to immediately notify Nuup if you become aware of any unauthorized use any Authorized User account or any other breach of security. Nuup cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
3. Customer Data. You hereby grant to Nuup a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Nuup to provide the Cloud Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that, and you represent and warrant to Nuup that, Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data in accordance with all applicable laws, rules, regulations and best practices, including but not limited to applicable privacy and data protection laws.
4. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Cloud Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
5. Third-Party Products. The Cloud Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Cloud Services by website link or otherwise. By using the Cloud Services, Customer also agrees to the agreements of Nuup’s Third-Party Product providers, including Isabel Healthcare Pro, Isabel Symptom Checker, Medikit the VIDAL Consult terms listed below, and any other Third-Party Product terms that may be listed from time to time on Nuup’s website. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.
6. VIDAL Consult Terms. By using or accessing the Cloud Services, Customer and all Authorized Users unconditionally agrees to and accept all terms and conditions with respect to VIDAL Consult (the “Product”) promulgated or otherwise issued by VIDAL Group, a French company registered under the number 552 082 273 RCS Nanterre (Publishing Director: M. Vincent Bouvier), and/or its affiliates (collectively, “VIDAL”), including but not limited to the terms in this paragraph. Nuup, on behalf of VIDAL, reserves the right, in its sole discretion and without prior notice, to modify, delete or add clauses to the terms in this paragraph and at any time. The mention of trade names or company names within the Product is not a representation or warranty by VIDAL with respect to the actual or perceived quality of products or services rendered. Customer and Authorized Users agree that all use of the Product is at their own risk and they are solely responsible for the results issued thereby. VIDAL cannot and shall not be liable for the direct or indirect consequences resulting from the use, consultation and interpretation of the information provided by the Product. The hyperlinks on the Product may give access to Customer or Authorized User to external sites the content of which or on which VIDAL has no responsibility or liability. VIDAL is the owner of the intellectual property rights on the Product and its contents.
  Pursuant to the Article n° L.122 -5, the French code of intellectual property allows, on the one hand, copies or reproductions strictly reserved for private use and not intended for collective use, and secondly, provided that the name of the author and source are clearly indicated, analyzes and short quotations justified by the scientific critical, polemic , educational.
  Therefore, all other reproduction, in part or in whole, of any representation or content without the consent of the author, or any translation, adaptation or arrangement (Article L.122 -4) of the Product or its content, by any process whatsoever and on any medium whatsoever, constitutes an infringement sanctioned by the French Code of intellectual property. The use of the VIDAL® trademark is prohibited unless it is associated with a quote from the Product, all rights are hereby reserved for all countries. Similarly, any use or reproduction without permission from the copyright holder, of trademarks and logos that may be present on the Product is prohibited. VIDAL is the producer and owner of all or part of these databases or contents within the Product. Therefore, extracting, reusing, storing, reproducing, representing or keeping, directly or indirectly, in any medium, by any process and in any form whatsoever, all or any qualitatively or quantitatively substantial content of the Product, as well as extract or reuse of repeated and systematic manner non qualitative or quantitative parts when these operations exceed normal usage allowed by VIDAL, are expressly prohibited. No interruption or discontinuation of the Product for any reason whatsoever shall give rise to compensation or financial compensation. It is the Customer’s and Authorized User's responsibility to ensure that the specifications of the hardware and software used to access the Product allow such access, and to take all appropriate measures to be protected from contamination from viruses. This paragraph is subject to French law. Subject to Nuup’s rights to enforce this Agreement, in case of any dispute arising from the terms and conditions in this paragraph, only jurisdictions of the Court of Appeal of Paris are competent and shall have exclusive jurisdiction.
7. Interpretation of Customer Data. The Cloud Services may provide an Authorized User with interpretation of Customer Data (including but not limited to Diagnosis Results). Any such interpretation is generated by computer based algorithms and Customer acknowledges and agrees that such interpretation as part of the Cloud Services is for guidance to the Customer only and that Customer is responsible for independently verifying any such interpreted Customer Data (including but not limited to Diagnosis Results) and any ultimate interpretation of such Customer Data (including but not limited to Diagnosis Results) and any conclusions or recommendations in relation to such Customer Data (including but not limited to Diagnosis Results). Customer hereby agrees to indemnify and hold Nuup harmless in relation to any use of the Cloud Services by the Customer in relation to the interpretation of Customer Data (including but not limited to Diagnosis Results).
Fees and Payment. Customer shall pay Nuup the fees as described on https://nuuphealth.com or the applicable order form (“Fees”) as required on such website URL or if not specified, immediately on the invoice date without offset or deduction. Customer shall make all payments hereunder in the currency specified by Nuup on https://nuuphealth.com/ or, if no such currency is specified, in US dollars, on or before the due date. If Customer fails to make any payment when due, without limiting Nuup’s other rights and remedies: (i) Nuup may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Nuup for all costs incurred by Nuup in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, Nuup may suspend, in accordance with Section 2(g), Customer’s and all other Authorized Users’ access to any portion or all of the Cloud Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Nuup’s income.
Confidential Information. From time to time during the Term, Nuup may disclose or make available to Customer information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). You acknowledge and agree that the Cloud Services contain Confidential Information that is protected by applicable intellectual property and other laws. You shall not disclose the Nuup’s Confidential Information to any person or entity, except to your employees, agents, or subcontractors who have a need to know the Confidential Information for you to exercise your rights or perform your obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Your obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to you and will expire 10 years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. All Confidential Information shall be the sole property of Nuup, and except as expressly provided herein, nothing contained in this Agreement is intended or shall be construed as granting you any rights in or to any such Confidential Information.
Privacy Policy. Nuup complies with its privacy policy, available at https://nuuphealth.com/privacidad (“Privacy Policy”), in providing the Cloud Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Cloud Services, you acknowledge that you have reviewed and accepted Nuup’s Privacy Policy, and you consent to all actions taken by Nuup with respect to your information in compliance with the then-current version of Nuup’s Privacy Policy.
Intellectual Property Ownership; Feedback. As between you and Nuup, (a) Nuup owns all right, title, and interest, including all intellectual property rights, in and to the Cloud Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Cloud Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Nuup is free to use such Feedback irrespective of any other obligation or limitation between you and Nuup governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and Nuup is free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Nuup is not required to use any Feedback.
Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Cloud Services are in compliance with all applicable laws, rules, regulations and applicable professional standards and best practices, as well as Nuup’s Acceptable Use Policy, if any.
Indemnification. Customer shall indemnify, hold harmless, and, at Nuup’s option, defend Nuup and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees (“Losses”), arising from or relating to any third-party claim, suit, action, or proceeding (“Third-Party Claim”) arising or resulting from: (i) Customer Data, including any processing of Customer Data by or on behalf of Nuup in accordance with this Agreement; (ii) any other information provided by or on behalf of Customer or any Authorized User; (iii) allegation of facts that, if true, would constitute Customer’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; (iv) the provision of healthcare services or related services to your patients or the patients of any Authorized User; (v) Diagnosis Results; or (vi) negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User; provided that Customer may not settle any Third-Party Claim against Nuup unless Nuup consents to such settlement, and further provided that Nuup will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE CLOUD SERVICES IS AT YOUR SOLE RISK. THE CLOUD SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NUUP AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NUUP AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS MAKE NO WARRANTY THAT (i) THE CLOUD SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE CLOUD SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLOUD SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE INFORMATION OBTAINED BY YOU THROUGH THE CLOUD SERVICES WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE CLOUD SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CLOUD SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NUUP OR THROUGH OR FROM THE CLOUD SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
Limitations of Liability. NUUP CANNOT AND DOES NOT WARRANT OR GUARANTEE THE ACCURACY OR RELEVANCY OF ANY INFORMATION OR RESULTS PRODUCED BY THE CLOUD SERVICES, NOR DOES NUUP ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE CONTENT CONTAINED IN ANY SEARCH RESULTS OR DIAGNOSTIC RESULTS OR OTHERWISE PROVIDED BY OR LINKED BY THE CLOUD SERVICES. IN NO EVENT WILL NUUP BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NUUP WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NUUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NUUP UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR US$100.00, WHICHEVER IS LESS.
Term and Termination.
1. Term. The term of this Agreement begins on the Effective Date and continues until terminated. Cloud Services that are specified to automatically renew will renew additional successive one-year terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least 60 days prior to the expiration of the then-current services period.
2. Termination. In addition to any other express termination right set forth in this Agreement:
  1. Nuup may terminate this Agreement for any reason upon 10 days’ advance notice.
  2. Nuup terminate this Agreement, effective on written notice to Customer, if Customer breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 10 days after Nuup provides Customer with written notice of such breach.
3. Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Nuup IP. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
4. Survival. This Section 12(d), Sections 4, 5, 9, 10, 11, 14, and 15, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
Modifications. You acknowledge and agree that Nuup has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on https://nuuphealth.com/terminos . You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Cloud Services after the effective date of the modifications will be deemed acceptance of the modified terms. Nuup will provide at least 30 days’ advance notice of changes to any service level that Nuup reasonably anticipates may result in a material reduction in quality or services.
Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of San Antonio, Bexar County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to Nuup must be sent to its corporate headquarters address available at https://nuuphealth.com and must be delivered either in person, or by recognized overnight courier service, and are deemed given upon receipt by Nuup. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from Nuup. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Cloud Services. You agree that any notices, agreements, disclosures, or other communications that Nuup sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by Nuup with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit Nuup’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without Nuup’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Nuup expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.