cancer.vive is coming...

Subscription Agreement

DATED: 27/01/2025

Software as a Service Subscription Agreement [between/among] Vive Care L.L.C-FZ, Business Centre 1, M Floor, The Meydan Hotel, Nad Al Sheba, Dubai, UAE (Supplier) and [Customer's Full Name and Address] (Customer)

This Agreement is dated 27/01/2025

Parties

Supplier: Vive Care L.L.C-FZ, Business Centre 1, M Floor, The Meydan Hotel, Nad Al Sheba, Dubai, UAE

Customer: [Customer's Full Name], [Customer's Address], [City], [Country]

Background

The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of providing family members and caregivers of terminally ill persons with a schedule, meal plan, tasks, and medical appointments, enabling information to be shared between members and managed by a key family member (DETAILS).

The Customer wishes to use the Supplier's service in its business operations.

The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement.

Agreed Terms

Interpretation

Definitions and Interpretation

The definitions and rules of interpretation in this clause apply to this agreement.

1. Authorised Users: those employees, agents, and independent contractors of the Customer who are authorized by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).
2. Business Day: a day other than a Saturday, Sunday, or public holiday in Dubai, UAE when banks are open for business.
3. Change of Control: [shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression "change of control" shall be interpreted accordingly OR the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and "controls", "controlled" and the expression "change of control" shall be interpreted accordingly.]
4. Confidential Information: information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in clause 11.1.
5. Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
6. Documentation: the document made available to the Customer by the Supplier online via [INSERT WEB ADDRESS] or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
7. Effective Date: the date of this agreement.
8. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, [industry schemes], and sanctions, which are applicable to either the Customer or an Authorised User (but not the Supplier) relating to the security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
9. Initial Subscription Term: the initial term of this agreement as set out in Schedule 2.
10. Mandatory Policies: the [Customer's OR Supplier's] business policies [and codes] [attached OR listed] in Schedule 3, as amended by notification to the [Supplier OR Customer] from time to time.
11. Normal Business Hours: [8.00 am to 6.00 pm] local UAE time, each Business Day.
12. Renewal Period: the period described in clause 14.1.
13. Services: the subscription services provided by the Supplier to the Customer under this agreement via [INSERT WEB ADDRESS] or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
14. Software: the online software applications provided by the Supplier as part of the Services.
15. Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in paragraph 1 of Schedule 1.
16. Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
17. Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available at [INSERT WEB ADDRESS] or such other website address as may be notified to the Customer from time to time.
18. User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
19. Virus: any thing or device (including any software, code, file, or program) which may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment, or network, or any other service or device; prevent, impair, or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering, or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, and other similar things or devices.
20. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact on the confidentiality, integrity, or availability, and the term "Vulnerabilities" shall be interpreted accordingly.

Interpretation of Agreement

Clauses, schedules, and paragraph headings shall not affect the interpretation of this agreement.

Person, Legal Representatives, Successors, Assigns: A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and their legal and personal representatives, successors, or permitted assigns.

Incorporated Bodies: A reference to a company includes any company, corporation, or other body corporate, wherever and however incorporated or established.

Singular and Plural: Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Gender-Neutral Language: Unless the context otherwise requires, a reference to one gender shall include a reference to all genders.

Statutory References: A reference to a statute or statutory provision is a reference to it as at the date of this agreement.

Statutory Provisions: A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

Written Communication: A reference to writing or written excludes fax [but not email].

References to Clauses and Schedules: References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule.

User Subscriptions

Use of Services

Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2, and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and license, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the purpose of providing family members and caregivers of terminally ill persons with a schedule, meal plan, tasks, and medical appointments, enabling information to be shared between members and managed by a key family member.

In relation to the Authorised Users, the Customer undertakes that:

1. The maximum number of Authorised Users that it authorizes to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time.
2. One user per subscription: It will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation.
3. Password Security: Each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than [FREQUENCY], and that each Authorised User shall keep their password confidential.
4. Maintaining a List of Authorised Users: It shall maintain a written, up-to-date list of current Authorised Users and provide such list to the Supplier within [5] Business Days of the Supplier's written request at any time or times.
5. Audit Rights: It shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business.
6. Password Security: If any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords, and the Supplier shall not issue any new passwords to any such individual.
7. Underpayment of Subscription Fees: If any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with paragraph 1 of Schedule 1 within [10] Business Days of the date of such audit.

Prohibited Uses

The Customer shall not access, store, distribute, or transmit any Viruses, or any material during the course of its use of the Services that:

1. Unlawful, Harmful, or Offensive: Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
2. Facilitates Illegal Activity: Facilitates illegal activity;
3. Depicts Sexually Explicit Images: Depicts sexually explicit images;
4. Promotes Unlawful Violence: Promotes unlawful violence;
5. *Discrimination: Is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or
6. Illegal or Harmful: Is otherwise illegal or causes damage or injury to any person or property.

The Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

The Customer shall not:

1. Except as Expressly Permitted: Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
2. Prohibited Uses: Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
3. Reverse Engineering: Attempt to decompile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software; or
4. Competing Products or Services: Access all or any part of the Services and Documentation to build a product or service which competes with the Services and/or the Documentation; or
5. Providing Services to Third Parties: Use the Services and/or Documentation to provide services to third parties; or
6. Prohibited Uses: Subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
7. Access to Services: Attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
8. Introducing Viruses: Introduce or permit the introduction of any Virus [or Vulnerability] into the Supplier's network and information systems.

Prevent Unauthorized Access

The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Supplier.

Rights Granted to Customer Only

The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

Additional User Subscriptions

Additional User Subscriptions

Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in paragraph 1 of Schedule 1, and the Supplier shall grant access to the Services and Documentation to such additional Authorised Users in accordance with this agreement.

Additional User Subscriptions

If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request [(such approval not to be unreasonably withheld)]. If the Supplier approves the request, then within [NUMBER] days of its approval of the Customer's request, then activation of such additional User Subscriptions shall take place.

Additional User Subscriptions

If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier such relevant fees for such additional User Subscriptions as set out in paragraph 2 of Schedule 1, and if such additional User Subscriptions are purchased by the Customer part way through any Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from activation by the Supplier for the then current Renewal Period (as applicable).

Services

Provide Services

The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer in accordance with this agreement.

Availability of Services

The Supplier shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:

1. Scheduled Maintenance: Planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UAE time]; and
2. Unscheduled Maintenance: Performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavors to give the Customer at least [[6] Normal Business Hours'] notice in advance.

Customer Support Services

The Supplier will, as part of the Services [and at no additional cost to the Customer], provide the Customer with standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend its Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at then-current rates from the Supplier.

Data Protection

[INSERT APPROPRIATE DATA PROTECTION CLAUSES]

Third-Party Providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty, or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party (where applicable), not between the Supplier and such customer. The Supplier recommends that the Customer refers to each relevant third-party's website terms & conditions & privacy policy prior to using said site. The Supplier does not endorse nor approve of ANY THIRD PARTY SITE made available via THE SERVICES.

Supplier's Obligations

Performance Standards

The Supplier agrees that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

Non-conformance

The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorized contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

The Supplier:

1. Does not warrant that:
   - The Customer will be able to use the Services uninterrupted or error-free.
   - [The Customer will be satisfied with the Services, Documentation, and/or the information obtained by the Customer through the Services.]
   - [The Software or the Services will be free from Vulnerabilities or Viruses.]
   - [The Software, Documentation, or Services will comply with any Heightened Cybersecurity Requirements.]
   - [The Supplier will comply with any Mandatory Policies.]
2. Is not responsible for any:
   - Delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
3. Independence: This agreement shall not prevent the Supplier from entering into similar agreements with third parties or from independently developing, using, selling, or licensing documentation, products, and/or services which are similar to those provided under this agreement.
4. Licenses, Consents, and Permissions: The Supplier warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.
5. Back-up and Archiving of Customer Data: The Supplier shall follow its archiving procedures for Customer Data as set out in its [Back-Up Policy] available at [[WEB ADDRESS] or such other website address as may be notified to the Customer from time to time], as such document may be amended by the Supplier in its sole discretion from time to time, provided that (i) the Supplier retains responsibility for all loss, destruction, alteration, or disclosure of Customer Data.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.