Customer Agreement

Parties, acceptance and order of precedence

This Agreement is entered into between JIVSoft S.A. (“JIVSoft S.A.”, “we” or “us”) and the individual or legal entity that creates the account or subscribes to a plan (“Customer”). If you accept on behalf of an organization, you represent that you have authority to bind it; if you do not have such authority, you must not accept this Agreement or use the service.

LIVE is offered exclusively for professional or business use by healthcare professionals and healthcare facilities and their personnel. Customer represents that it is contracting for that purpose and not as an end consumer, without prejudice to any rights that the law of its country grants it on a non-waivable basis.

The following form part of this Agreement and are accepted with it: the Acceptable Use Policy (https://live.jivsoft.com/en/acceptable-use), the Data Processing Agreement (https://live.jivsoft.com/en/data-processing), the Privacy Policy (https://live.jivsoft.com/en/privacy), the Cancellation and Refund Policy (https://live.jivsoft.com/en/refunds) and the Specific Terms for the account’s country (https://live.jivsoft.com/en/terms/countries).

In the event of any conflict, the following prevail in this order: (a) the country-specific Terms, to the extent they govern that country; (b) the Data Processing Agreement, with respect to personal data; (c) this Agreement; and (d) the other policies. Any terms that Customer includes in purchase orders or other Customer documents do not apply, even if we accept such documents or do not object to them.

The service and license to use

LIVE is an online software service for clinical management: patients, medical records, scheduling, prescriptions and certificates, communications and, depending on the plan and the country, invoicing and administration. It is accessed through a web browser; no software is installed or delivered.

For as long as the subscription is in effect and paid, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the service for its internal professional purposes and in accordance with this Agreement. The software is not sold or assigned.

Each account is independent, and its data is not accessible from other accounts.

Certain features depend on third-party services (for example, payment gateways, messaging, email, tax authorities or artificial intelligence models). Their use is optional where so indicated and may be subject to the terms and fees of those third parties, for which we are not responsible.

Changes to the service

We may improve, modify or discontinue features. If we discontinue an essential feature of the subscribed plan, we will give at least 15 days’ prior notice, unless the change is necessary for security reasons, due to a risk to the service or to third parties, or due to a legal obligation or an order of a governmental authority. In that case, Customer may elect not to renew, and the Refund Policy applies.

Features designated as “beta,” “preview” or experimental are offered without any availability commitment and may change or be discontinued at any time.

Security and data protection

We implement reasonable technical and organizational measures, appropriate to the nature of the data, to protect Customer content against loss and unauthorized access, use, alteration or disclosure. These include encrypted traffic, passwords stored using irreversible hashing, per-account isolation and role- and permission-based access control.

With respect to the personal data of Customer’s patients and clients, Customer is the controller and JIVSoft S.A. is the processor. Such processing is governed by the Data Processing Agreement.

We do not access Customer content except to provide the service, to provide support at Customer’s request, to maintain security or to comply with the law. If a governmental authority requires us to produce such content, we will notify Customer before producing it, unless prohibited by law or by the order.

Data may be hosted and processed on servers of infrastructure providers located outside Customer’s country, subject to the safeguards set forth in the Data Processing Agreement.

Customer responsibilities

Account. Customer must register accurate information, maintain a valid email address (the official channel for notices) and comply with this Agreement and applicable law. Customer is responsible for all activity conducted through its account, whether or not authorized by Customer, unless such activity results from our breach.

Content. Customer is solely responsible for the content it uploads or generates using the service, for its accuracy and lawfulness, and for having the legal basis, consents and notices necessary to process the data of its patients and clients.

Credentials and users. Credentials are personal. Customer manages who may access its account and with which permissions, is responsible for the acts of its users as for its own acts, and must revoke the access of anyone who breaches this Agreement. Customer must notify us immediately if it suspects any unauthorized access.

Backups. The service does not replace Customer’s obligations to retain the information required by law. We recommend that Customer maintain its own copies of critical information, exported periodically.

Use in the healthcare setting

LIVE is a recordkeeping and management tool. It does not provide medical or healthcare services, does not issue diagnoses, does not provide clinical recommendations and is not a medical device. Assistance, template or artificial intelligence features are drafting aids, and their output must be reviewed by the professional before use.

Clinical decisions, the content of medical records, prescriptions, orders and certificates, the signing of documents, and compliance with the healthcare, professional practice and medical record retention regulations of Customer’s country are the sole responsibility of Customer and of the professionals who issue them.

The service is not designed for emergencies or for real-time patient monitoring.

Electronic invoicing and tax obligations

The issuance of electronic tax documents through the service is available only where expressly indicated (currently, before the Ecuadorian Internal Revenue Service (SRI)). The authorization of each document depends on the tax authority, not on the platform.

The electronic signature and its validity, the issuer’s information and compliance with tax obligations are Customer’s responsibility. JIVSoft S.A. is not liable for any sanctions, fines, interest or surcharges arising from incorrect information, from an expired or revoked signature, or from Customer’s failure to issue documents in a timely manner.

Free trial

The trial lasts 14 days from the date the account becomes ready, incurs no charges and does not require payment information. Its purpose is to allow Customer to confirm, before paying, that the service meets its needs.

When the trial ends, the account will no longer permit operations until a plan is purchased; the information entered is not deleted as a result. During the trial, the service is provided “as is” and without any availability commitment.

Prices, payments and taxes

Prices are published in United States dollars and are payable in advance for the selected period. There are no automatic charges and no cards are stored: each renewal is paid from the “Your subscription” screen (https://live.jivsoft.com/billing/subscription).

Payments are processed by third-party payment gateways. We do not receive or store card numbers or security codes.

Prices do not include taxes. Customer will pay any applicable indirect taxes; where the law requires us to collect them, they will be added to the price and shown before payment. If the law of Customer’s country requires Customer to withhold any amount, Customer will pay the additional amount necessary for us to receive the full price, unless prohibited by law.

We may change prices upon at least 30 days’ prior notice. The new price applies from the next renewal and never to a period already paid.

For each payment, the corresponding receipt is issued using the billing information registered by Customer, who is responsible for its accuracy.

Non-payment and temporary suspension

If the renewal is not paid when the period expires, the account retains access for 3 days. After that period, the account is suspended: Customer may log in, view and export information and make payment, but may not perform operations. Payment reactivates the account without manual intervention.

In addition, we may immediately suspend, in whole or in part, the access of Customer or of any user if: (a) such use poses a risk to the security or availability of the service, or to us, other customers or third parties; (b) it may expose us to legal liability; (c) it violates the Acceptable Use Policy or materially breaches this Agreement; (d) an unfounded chargeback is initiated; or (e) a competent authority so orders. We will notify Customer by email stating the reason and will limit the suspension to the extent necessary.

Suspension does not delete any information or extinguish any amounts owed.

Term and termination

This Agreement is effective from acceptance until terminated. Customer may terminate it at any time by not renewing or by writing to support. We may terminate it without cause upon 30 days’ prior notice, refunding the pro rata portion of the paid but unused period.

Either party may terminate this Agreement for a material breach by the other party that is not cured within 30 days after notice. We may terminate it immediately if a ground for suspension persists, upon an order of a governmental authority or if continuing would expose us to legal liability.

Following termination, we retain the account information for 90 days so that Customer may request a copy, except in the case of termination for unlawful use or by order of a governmental authority. After that period, we may permanently delete it, except for anything the law requires us to retain.

Provisions that by their nature are intended to survive termination will survive, in particular those regarding outstanding payments, intellectual property, indemnification, disclaimer of warranties, limitation of liability, confidentiality and governing law.

Intellectual property

Customer content belongs to Customer. We acquire no rights in it other than those necessary to provide the service. Customer represents that it holds all rights and authorizations necessary for such content and that its use with the service does not infringe third-party rights or the law.

The software, its code, design, documentation, trademarks (including LIVE) and logos are owned by JIVSoft S.A. or its licensors. Customer may not copy, modify, distribute, resell, sublicense, decompile or reverse engineer them, except to the extent mandatorily permitted by law, nor use the service to build a competing product or to circumvent plan limits.

If Customer sends us suggestions or feedback, we may use them freely and without any obligation.

Indemnification

Customer will defend and hold harmless JIVSoft S.A., its directors, officers, employees and suppliers from and against third-party claims, sanctions, damages and expenses (including reasonable attorneys’ fees) arising from: (a) Customer content; (b) the processing of the data of Customer’s patients and clients; (c) the healthcare services Customer provides; (d) use of the service by Customer or its users in breach of this Agreement or the law.

JIVSoft S.A. will defend Customer against third-party claims alleging that the software, as delivered by us, infringes intellectual property rights, and will pay any final judgments or settlements that we approve. This does not apply if the claim arises from Customer content, from combinations with items we did not provide or from use contrary to this Agreement. We may elect to obtain the right to continue use, modify the service or terminate it, refunding any amounts paid for the unused period. This is the sole and exclusive remedy for intellectual property infringement.

The party seeking indemnification must give prompt notice, tender control of the defense and cooperate reasonably. Neither party may enter into any settlement that imposes obligations on the other party without the other party’s consent.

Disclaimers

TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” JIVSoft S.A. MAKES NO WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

We do not warrant that the service will operate without interruption or error, that it will be compatible with all equipment or networks, or that the third-party services on which it depends (tax authorities, payment gateways, internet service providers, email, messaging or artificial intelligence) will be available. We endeavor to give advance notice of scheduled downtime.

Limitation of liability

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOSS OF REVENUE, CUSTOMERS, OPPORTUNITIES OR REPUTATION, OR FOR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

THE TOTAL AND AGGREGATE LIABILITY OF JIVSoft S.A. FOR ANY CAUSE RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICE DURING THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

These limitations do not apply to Customer’s payment obligations or to its indemnification obligations, and do not exclude liability for willful misconduct or gross negligence or any rights that the law declares non-waivable. The parties acknowledge that the price reflects this allocation of risk.

Confidentiality

Each party will keep confidential the non-public information of the other party that it obtains under this Agreement, will use it only to perform this Agreement and will protect it with at least the same degree of care it uses for its own. This obligation continues for the term of this Agreement and for five years thereafter; with respect to personal and health data, for as long as the law requires.

Information is not confidential if it is public through no fault of the receiving party, was already known to it, is independently developed by it or is lawfully received from a third party. It may be disclosed when required by law or by a governmental authority, with notice to the other party where permitted.

Customer will not make any public announcement regarding this relationship using our trademarks without written authorization.

Amendments to the Agreement

We may amend this Agreement and its policies by publishing the new version with its date and version number. Changes that adversely affect Customer will be notified by email at least 15 days in advance; all other changes take effect upon publication. Changes required by law may take effect earlier if the law so provides.

If Customer does not agree, it may elect not to renew before the change takes effect. Continued use of the service after that date constitutes acceptance.

Governing law and dispute resolution

Unless the Specific Terms for the account’s country provide otherwise, this Agreement is governed by the laws of the Republic of Ecuador, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt to resolve any dispute directly: the claiming party will write to the other (to Customer, at its registered email address; to us, at support@jivsoft.com) describing the claim, and both parties will negotiate in good faith for 30 days.

If no agreement is reached, the dispute will be submitted to mediation and, if not resolved, to arbitration at law administered by a legally recognized arbitration and mediation center in Machala under its rules, before a single arbitrator, in the Spanish language and seated in Machala. The award will be final and binding. The arbitration and its proceedings are confidential.

To the extent permitted by law, disputes will be resolved on an individual basis and not as part of any collective or class action. Either party may seek urgent interim relief from a competent court to protect its intellectual property or confidential information.

Nothing in the foregoing prevents Customer from resorting to the data protection or consumer protection authority of its country where the law grants it that right on a non-waivable basis.

Trade compliance and sanctions

Each party will comply with the export control, sanctions and anti-money laundering laws applicable to it. Customer represents that neither it nor its users appear on any sanctions list of the United Nations, the United States (OFAC), the European Union or any other applicable list, and that they will not use the service from embargoed territories or for the benefit of sanctioned persons.

We may suspend or terminate the service immediately if a breach of this section exposes us to liability.

General provisions

Assignment. Customer may not assign this Agreement without our written consent. We may assign it to a company within our group or to a successor by merger, acquisition or sale of the business, with notice to Customer.

Force majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control (disasters, conflicts, acts of government, widespread failures of power, internet or cloud providers, massive cyberattacks), except for payment obligations.

Independent contractors. The parties are independent contractors; this Agreement does not create a partnership, mandate, agency or employment relationship. There are no third-party beneficiaries.

Notices. Our notices are sent to the registered email address or posted in the service and are deemed received when sent. Customer’s notices must be sent to support@jivsoft.com.

Electronic acceptance and evidence. Customer agrees to contract and to receive notices by electronic means. We retain as evidence of acceptance the accepted version, the date and time, the IP address and the account, and such records constitute evidence of acceptance.

Language. The Spanish text is the official version; translations are provided as a courtesy, unless the country-specific Terms provide otherwise.

Entire agreement. This Agreement and the documents that form part of it constitute the entire agreement between the parties regarding its subject matter and supersede any prior agreement. Failure to enforce any provision does not constitute a waiver of it. If any provision is held invalid, it will be modified to the minimum extent necessary and the remaining provisions will remain in full force and effect.

Definitions

• “Service”: LIVE, its features, updates and documentation, provided online by JIVSoft S.A..
• “Account”: Customer’s space within the service, including its users, configuration and content.
• “Customer Content”: the information that Customer or its users upload to or generate in the service, including patient and client data.
• “User”: any person to whom Customer grants access to its account.
• “Account Country”: the country registered in Customer’s billing information or, failing that, the country of the organization’s address.
• “Policies”: the Acceptable Use Policy, the Data Processing Agreement, the Privacy Policy, the Cancellation and Refund Policy and the country-specific Terms.