TERMS OF USE – SI-BONE distributor

(For the use of the APP provided by Medability GmbH)

Effective Date: May 1^st, 2025

These Terms of Use (the „Terms“) govern the access and use of the software application (the „APP“) provided by Medability GmbH („Medability“, „Provider“, “we”, „us“, or „our“). By accepting these Terms or, at the latest, using the APP, you („User“, „you“) these Terms shall be binding for you. If any additional APP License Agreement applies between you and us in addition to these Terms, its provisions prevail over the provisions of these Terms in the event of a conflict. These Terms alone or together with any additional APP License Agreement are hereinafter also referred to as the “Agreement”.

1. Scope of Use

1.1 Access to the APP is granted via a license redeem code provided by SI-BONE (the „License Manager“).

1.2 The User is responsible for ensuring compliance with these Terms and applicable laws while using the APP.

2. License Grant & Restrictions

2.1 The Provider owns and retains all right, title and interest in and to the APP, and any Intellectual Property Rights and Confidential Information of the Provider as defined in Section 3.1. User does not acquire any right, title or interest in or to the APP unless expressly set forth in the Agreement. User will not register, nor attempt to register any patent or copyright which, in whole or in part, incorporates any Provider Intellectual Property Rights without the prior written consent of the Provider. In the event that User makes suggestions to Provider regarding new features, functionality or performance that Provider adopts for the APP, any Intellectual Property Rights in such new features, functionality or performance shall be deemed to be automatically assigned to, and shall become the sole and exclusive property of, the Provider. For the purposes of the Agreement, „Intellectual Property Rights“ means any (i) patents, rights to inventions, designs, copyright and related rights, database rights, trademarks, and trade names, in each case whether registered or unregistered; (ii) proprietary rights in domain names; (iii) knowhow, trade secrets and other confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world.

2.2 The Provider grants to the User a non-exclusive, non-transferable, non-sublicensable, license to install and use the APP on one single device per license during the term of the pre-paid license subscription for use by one sales representative of the User per license for the sole purpose of enabling such sales representatives to perform their tasks on behalf of the User.

2.3 The User is not permitted to

2.3.1 decompile the APP’s program code into other code forms or to carry out any other kind of reverse engineering of the APP, including any program modification, to modify the APP in any other way or to allow a third party to carry out any of the aforementioned actions, unless such action is mandatorily permitted (Section 69 e para. 1 German Copyright Act), 

2.3.2 create derivative works of the APP, and/or

2.3.3 to remove or change copyright notices, serial numbers and other attributes serving program identification. 

2.4 The User may only copy the APP if the respective copy is absolutely necessary to use the APP in line with the license granted under Section 2.2 and/or the APP License Agreement. This includes, in particular, downloading, installing, and using the APP on one single device.

2.5 The Provider reserves the right to use open source components for the APP. Notwithstanding Section 2.2, the open source software components included in the APP shall be governed exclusively by the applicable open source software license terms. With respect to these open source components, the Provider does not grant to the User any license; instead, the User acquires the license granted in the applicable open source software license terms directly from the licensors of the respective open source software component. 

2.6 The Provider reserves the right to update, modify, or discontinue any features of the APP at any time, provided that such updates, modifications or discontinuances do not impair or impede the APP’s functionality.

2.7 Users will be notified in advance of significant changes that may impact their use of the APP.

3. Confidentiality

3.1 The User undertakes to keep confidential and use only for the purposes of the Agreement all confidential information of the Provider, i.e., trade and business secrets, technical know-how, operating methods, financial information, development and research results, inventions, source codes, market analyses, security measures, internal guidelines, customer and supplier data, sources of supply, as well as other documents or data marked as confidential or recognisable as such, also and insofar as they relate to third parties and irrespective of the form of their transmission (hereinafter “Confidential Information”). 

3.2 The previous Section shall not apply to information which (i) was already known to the User prior to its disclosure by the Provider without breach of a secrecy obligation or becomes known to the User other than in connection with the Agreement by a third party not bound to confidentiality, (ii) is publicly accessible or becomes publicly accessible through no fault of the User, (iii) was or is developed independently and autonomously by the User, i.e. without use or knowledge of similar Confidential Information, or which (iv) the User must disclose due to legal provisions or official orders, to the extent that such obligation of the User exists in each case.

4. Privacy

4.1 The use of the APP is governed by the Provider’s Privacy Policy, available at: Disclaimer of Warranties

4.2 When properly used on an operating system for which it was designed and without any alterations or modifications by the User or a third party not authorized by Provider, the APP will allow a user to illustrate placement of various SI-BONE implants in various spinopelvic anatomies utilizing virtual recreation of 3D surface anatomy, fluoroscopic imaging, or cross section CT Scan imaging.

4.3 Except as otherwise set out in Section 5.1, the APP will be provided by Provider “as is” and “as available” without any representations or warranties of any kind, whether express or implied. Provider expressly disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

4.4 Medability does not warrant uninterrupted, error-free operation of the APP or that it will meet the User’s specific requirements.

5. Limitation of Liability

5.1 Provider’s liability for damages is limited as follows: 

5.1.1 Provider shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the Agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation (i.e., a contractual duty the fulfilment of which is essential for the proper execution of these the Agreement, the breach of which endangers the purpose of the Agreement and on the fulfilment of which the User regularly relies);

5.1.2 Provider shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation.

5.2 The limitation of liability as set forth in Section 6.1 shall not apply to any mandatory statutory liability (in particular to liability under the German Product Liability Act), liability for assuming a specific guarantee or liability for damages caused by wilful misconduct or gross negligence, or any kind of wilfully or negligently caused personal injuries.

5.3 The Parties agree that the total liability of Provider under or in connection with the Agreement shall be capped at the amount of the annual license fee paid by User to Provider.       

5.4 Provider shall not be liable for:

• Any indirect, incidental, or consequential damages resulting from the use of the APP.
• Loss of data, profits, or business opportunities.
• Unauthorized access to or alteration of User data.

5.5 To the extent Provider’s liability is limited or excluded, the same shall apply in respect of any personal liability of the Provider’s legal representatives, employees and vicarious agents.

6. Contact Information and Support

For technical support or any questions regarding the Agreement, please contact:

📧 Email: support@medability.de
📍 Address: Medability GmbH, Geretsrieder Strasse 10A, 81379 Munich, Germany

7. Governing Law, Jurisdiction

The Agreement and all disputes arising out of or in connection with it shall be governed by the laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes arising out of or in connection with the Agreement is Munich (Germany).

8. Miscellaneous

8.1 The Agreement does not affect any terms and conditions of the App Store which may be applicable to the User. 

8.2 In the event that any provision of the Agreement is determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it shall be void or unenforceable to that extent only and no further, and the validity and enforceability of any of the other provisions of the Agreement shall not be affected.

8.3 The User is not entitled to assign any right under the Agreement to any third party without the prior written consent of the Provider. 

8.4 Modifications of or amendments to the Agreement are only valid if made in writing. This also applies to this written form requirement.