These Terms of Use govern access to and use of the Baliston Health Mobility Scan Platform, a Software-as-a-Service (SaaS) offering provided by ZHOR TECH SAS.
1. Definitions
"Provider" means ZHOR TECH SAS, registered in Nancy, France (SIREN 808 187 280), operating as Baliston Health.
"Customer" means the professional entity or healthcare practitioner that has signed the order form and accepted these Terms of Use.
"Authorized Users" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services and for whom access has been purchased.
"Services" means the Baliston Health Mobility Scan Platform, including the web application, mobile applications (iOS and Android), AI-powered gait analysis engine, and all associated features and functionality.
"Products" means the Baliston Health Mov-Scan™ sensor pods, customizable insoles, charger, and accessories provided in connection with the Services.
"Customer Data" means all information, data, and content collected, uploaded, or otherwise provided by Customer or its Authorized Users through the Services, including patient data. Customer Data does not include anonymized or aggregated data derived from use of the Services.
"Access Credentials" means any username, password, security key, token, or other authentication method used to verify an individual's identity and authorization to access the Services.
"Confidential Information" means information in any form that the disclosing party considers confidential or proprietary, including technology, trade secrets, business operations, plans, strategies, customers, and pricing.
"Documentation" means any manuals, instructions, or other materials provided by the Provider describing the functionality, configuration, operation, or maintenance of the Services.
2. Access and Use Rights
Subject to these Terms of Use and payment of applicable fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term, solely for Customer's internal healthcare practice purposes.
Access is limited to the number of Authorized Users specified in the applicable order form. Customer may not exceed this number without prior written agreement and payment of additional fees.
3. Customer Obligations
Customer shall:
- Ensure all Authorized Users comply with these Terms of Use
- Be responsible for the accuracy, quality, and legality of all Customer Data
- Use the Services only in accordance with applicable laws and regulations, including health data protection requirements
- Maintain the confidentiality of all Access Credentials and promptly notify Provider of any unauthorized access
- Not resell, sublicense, or make the Services available to any unauthorized third party
- Not attempt to reverse-engineer, decompile, or disassemble the Services or any component thereof
- Not use the Services to transmit any Harmful Code (viruses, malware, or other malicious software)
4. Data Protection
The processing of personal data is governed by our Privacy Policy and Data Processing Agreement. Customer acts as the data controller for patient data processed through the platform. Provider acts as data processor in accordance with the DPA.
5. Intellectual Property
All intellectual property rights in the Services, platform, algorithms, AI models, Documentation, and all other Provider Materials remain the exclusive property of ZHOR TECH SAS. Nothing in these Terms transfers any ownership rights to Customer. Customer retains all ownership rights in Customer Data.
6. Availability and Support
Provider will use commercially reasonable efforts to make the Services available 99.5% of the time, excluding scheduled maintenance. Support is provided through Zoho Desk during business hours (CET). Emergency support for critical issues is available as specified in the applicable order form.
7. Confidentiality
Both parties agree to protect Confidential Information with at least the same degree of care they use to protect their own confidential information, and in no event less than reasonable care. Neither party shall disclose Confidential Information to third parties without prior written consent, except to employees, agents, or contractors who need access to perform obligations under these Terms and are bound by equivalent confidentiality obligations.
8. Warranties and Disclaimers
Provider warrants that the Services will perform materially in accordance with the Documentation during the subscription term. The Baliston Health platform is a clinical decision-support tool. It does not replace professional medical judgment. Provider makes no warranty that the Services will be uninterrupted, error-free, or that all defects will be corrected.
9. Limitation of Liability
Provider shall not be liable for any clinical decisions made based on platform outputs. To the maximum extent permitted by law, Provider's total aggregate liability for all claims arising under or related to these Terms shall not exceed the amounts paid by Customer in the twelve (12) months preceding the event giving rise to the claim.
In no event shall Provider be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.
10. Term and Termination
These Terms remain in effect for the subscription period specified in the order form, and automatically renew for successive periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice.
Upon termination, Customer's access to the Services will cease and Provider will delete or return Customer Data in accordance with the Data Processing Agreement.
11. Governing Law and Jurisdiction
These Terms of Use are governed by the laws of France, without regard to conflict of law principles. Any disputes arising under these Terms shall be submitted to the exclusive jurisdiction of the competent courts of Nancy, France.