By accepting this agreement, (“Agreement”), you (subsequently “You” or “Customer“ ) close a contract with mHealth Pioneers GmbH, a limited company under German law, registered at Körtestraße 10, 10967 Berlin, Germany under the number HRB 183287 B (subsequently “We” or the “Company”).

0 SCOPE

a) Company empowers data-driven, value-based care with an access to health-related data from diverse manufacturers’ smartphones, wearables & connected medical products. This Agree-ment allows and regulates for the use of the API(s), SDK(s) and other software parts (collec-tively the “System”) and all other services (collectively the “Services”) by the Customer and his users (“End Users”).
b) The Services specific functionalities and system requirements are defined in the service description applicable on the date the order is placed (for an overview see ANNEX 1: SERVICE DESCRIPTION).
c) Use of the Service is only available to registered companies. By accepting this Agreement, Customer warrants to be a registered legal entity.

1 TERMS AND CONDITIONS

a) The provisions of this contract are complemented by the General Terms and Conditions (“GTC”) of the Company in its currently valid version as per accepting of this agreement.
b) Company reserves the right to amend the GTC under the conditions defined in paragraph 9 “Amendments to the GTC”. You can always review the most current version of the GTC on our website.
c) If in conflict, any provision defined within this Enterprise Service Agreement should prevail over the “General Terms and Conditions”.

2 LICENSE AND SUPPORT FEES

a) Productive Use is bound to a monthly license fee (“License”). The number of End Users includ-ed within the minimum monthly license is 500 (in words “five hundred”). A rise in End Users beyond this amount incurs a corresponding rise in the monthly license, as detailed in Annex 0.

3 PAYMENT

a) Payments are due monthly in advance and settled through a dedicated payment service pro-vider (e.g. Stripe).
b) Invoices are sent by email solely to the invoicing address defined by customer. No zero-value invoices are created.
c) Delivery of the Service is contingent on successful payment registration and payment. Compa-ny reserves the right to halt service delivery in case of outstanding payments, without incurring any credit under Company’s service level agreement.
e) All agreed payments are net amounts and are understood to be exclusive of VAT at the rate regulated by law.
f) Customer agrees that his payment obligations hereunder are neither contingent on the deliv-ery of any future functionality or features nor dependent on any oral or written public com-ments made by us regarding future functionality or features. It is only permissible for the Cus-tomer to set-off counterclaims or to withhold payments due to such claims if the counter-claims are undisputed or established.

4 PRIVACY

Part of the provisioning of Services by Company may be the processing of personal data. By ac-cepting this contract, you enter a data processing agreement with the Company

a) In particular, European GDPR and US-American HIPAA regulation make certain demands on such order processing. To comply with these requirements, the Company imple-ments an array of physical, administrative, and technical safeguards, in conjunction with our established security and privacy procedures. This is done to unequivocally ensure the security and confidentiality of data that passes through Thryve. The Parties conclude a data processing agreement as part of this cooperation, that details the Company’s data processing responsibilities and safeguards.
b) Per default, Company might remove data on a rolling basis. While daily data might in this respect be kept for no longer than one months, intraday (“epoch”) data might be kept no longer than two weeks.
c) Company agrees and warrants to process personal data, as defined by GDPR, and pro-cessed on behalf of Customer, exclusively within member states of the European Union.

5 RELATIONS TO 3RD PARTIES

a) Setting up, maintaining and using individual accounts of the Customer at 3rd parties (such as those listed at ANNEX 1: SERVICE DESCRIPTION) for the execution of the Services is not cov-ered by this Agreement.
a) In case the Parties agree to the registration and maintenance of data connections to 3rd par-ties (such as those listed at ANNEX 1: SERVICE DESCRIPTION), Company may act on behalf of Customer, for that purpose only, if not explicitly requested otherwise.

6 CONTRACTUAL TERM, TERMINATION

a) This Agreement becomes effective from the date of acceptance, with a minimum term of one month. The Agreement is always extended by another month once the minimum term of the Agreement has elapsed unless it is terminated by one of the parties at the latest 2 weeks be-fore expiry. Both parties’ right to terminate without prior notice for good cause is not affected by this.
b) If agreed upon by both parties, this contract may be replaced any time by a new contract. Specifically, when the amount of End User token included within this Agreement, Customer may request to upgrade this Startup Service Agreement.

7 NON-DISCLOSURE

a) Both parties will treat all information as confidential, which they receive in relation to this contract and their engagement.
b) The obligations stated in paragraph 7 a) shall survive the termination of this contract for a peri-od of two (2) years.
c) The foregoing restrictions on use and disclosure will not apply to any of the Confidential Infor-mation which: (a) at the time of receipt by the receiving Party is available to the public; or (b) becomes public knowledge other than by an act or omission on the part of the receiving Party; or (c) which the receiving Party can prove was known to it (or a Related Party) before the date of its disclosure to the receiving Party by the disclosing Party; or (d) was explicitly categorized as non-confidential by Company.
d) Furthermore, each Party may disclose Confidential Information to the extent that such disclosure is reasonably necessary to comply with law or an enforceable judicial order, provided, however, that it shall, to the extent reasonably possible, give reasonable advance notice to the disclosing Party and, at the disclosing Party’s request, shall cooperate with the disclosing Party to seek a protective order or other appropriate remedy. The receiving Party will use reasonable efforts to secure confidential treatment by recipient of any Confidential Information that will be disclosed.

8 NON-POACH

a) Each Party undertakes to the other that it shall not, throughout the duration of the Agreement, and for the period of two years from the date of the Arrangement’s end, solicit or endeavour to entice away any staff member. In case of breach, the respective Party shall be liable for all business loss incurred.
b) The above clause shall remain in force for the period of two years after the cessation of the Agreement or another form of cooperation.

9 LIMITATION OF LIABILITY

a) The Parties’ liability is limited to intent and gross negligence (except for personal injury, claims under the Product Liability Act and existing insurance cover). The Parties shall not be mutually liable for loss of profit and other financial losses incurred by the other Party, its employees or vicarious agents while using the services, unless the damages are caused intentionally or by gross negligence or insurance cover exists for this purpose.
b) Liability for personal injury is governed by the statutory provisions.

10 MISCELLANEOUS

a) Company may assign this Agreement at any time to a subsidiary or parent company or to a suc-cessor to its business as part of a merger or sale of substantially all of its assets. Customer may not assign or transfer its interest in this Agreement without Company’s prior written consent, which consent shall not be unreasonably withheld.
b) The section titles in the Agreement are for convenience only and have no legal or contractual effect.

ANNEX 0: LICENSE OVERVIEW

Productive Use

Use of the Services is bound to a monthly license fee (“License”) of 499€ (in words four hundred and ninety-nine Euro), that includes 500 end user token. Each additional end user token created by the customer within the Service raises the monthly license by 0,5€ (in words fifty Euro cents).

Monthly minimum license

499€ (in words four hundred and ninety-nine Euro)

Total Number of End User included:

500 end user tokens

ANNEX 1: SERVICE DESCRIPTION

Customer receives access to the subsequently outlined functionality and services. It is understood, that both available features may continuously expand, and the availability of single features may change due to legal and technical factors and thus cannot be guaranteed by Company. Any discontinuation of any feature deemed to be reasonably integral to the Services shall trigger Customer’s unilateral right to terminate with 30 days’ written notice. This clause shall not take effect, if the continuation of the feature is impossible with reasonable effort, especially if a 3rd party has changed, restricted or terminated parts of their service. A full overview containing the available data types, sources and exemplary use-cases is availble upon accepting the contract.

Thryve Core SDK

Allowing, upon integration into Customer’s service, to create Thryve token for End Users of Customer’s App and to authorize access to their data at 3rd party services via the Thryve Health API. The development environments Native (iOS/Android) and Cross-Platform (e.g. Flutter, Web) are supported.

Thryve Health API

Allowing Customer, using the End User authorization credentials generated through the Thryve Core SDK or via Thryve’s web-based interface, to draw harmonized data from different data sources. Connections are dependent on 3rd party authorization of Customer at the respective data source. An exemplary overview of sources is:

Fitbit
Garmin
Misfit
Polar
Apple Health
Withings
Strava
Suunto
Oura
Omron
GoogleFit, Samsung and iHealth are not available by default. Activating is possible if Customer provides account credentials for the respective sources.

Interpretation Layer

Not part of the agreement is Thryve’s proprietary interpretation layer, which calculates health event and risk stratification measures (“Analytics”-section).