Terms of Use

This MEDEORA customer agreement (agreement) is concluded between you (user) and MEDEORA.de or cloud-biobanking.com (MEDEORA). If you agree to this Agreement not as an individual but on behalf of your company, then “customer” or “you” means your company, thereby binding your company to this Agreement. MEDEORA may amend this Agreement as necessary, subject to the provisions of Section 23 (Amendments to this Agreement) below. By clicking on the “I agree” button (or a similar button) displayed at the time of your order or by using or accessing MEDEORA products, you agree to be bound by this Agreement.

1 Scope of the Terms of Use

This Agreement governs your initial purchase and any future purchases you have made or will make under this Agreement. This agreement includes our privacy policy (available at medeora.com), all orders and all other policies and attachments referenced.

2 Types of MEDEORA products

This Agreement governs (a) MEDEORA’s cloud-based solutions and (b) all related support or maintenance services of MEDEORA. Software and cloud-based solutions are referred to as “products”.

3 Purchase orders

3.1 Direct from MEDEORA

The MEDEORA Product Order (“Order”) will indicate your authorized scope of use of the Products, which may include the following: (a) duration and number of authorized users (as defined below), (b) provision of storage space or capacity (for cloud-based solutions) with a provider of your choice or the provider cooperating with us, (c) number of additional users (for software) or (d) other restrictions or billable units. The term “Order” also includes all applicable product renewals, support and maintenance, and any purchases you make to extend or expand your scope.

3.2 Reseller-Orders

This agreement applies regardless of whether you purchase our products directly from MEDEORA or through MEDEORA “Expert” or other authorized resellers (one “Reseller” each). If you purchase through a reseller, your usage level will be based on the order placed for you by the reseller. The reseller is responsible for the correctness of your order. Resellers are not authorised to make any promises or commitments on behalf of MEDEORA. We are not bound by any obligations to you that go beyond what we specify in this Agreement.

4 Authorized users

Only certain persons for whom you have paid the required fees and whom you designate for the respective Product (“Authorized Users”) may access and use the Products. Authorized users may be you or your affiliates' employees, agents, consultants, contractors, agents or other third parties acting for your benefit or on your behalf. You can also allow your customers to have restricted access to certain products as authorized users. You can increase the number of authorized users who are authorized to access your instance of the product by placing a new order or in some cases directly through the product. In any case, you must pay the appropriate fee for the increased number of authorized users. You are responsible for compliance with this Agreement by all authorized users. Any use of the Products by you and your authorized users must be within the scope and solely for the benefit of you or your partners.

4.1 Limits of use

MEDEORA may impose usage restrictions based on the number of subscriptions/users you have purchased. You must ensure that your use is within the limits set by MEDEORA in order to receive uninterrupted service. You are aware that MEDEORA can restrict an activity if you reach the usage limit assigned to this activity.

5 Software-Terms

5.1 Your license rights

Subject to the terms and conditions of this Agreement, MEDEORA grants you a nonexclusive, non-sublicensable and non-transferable license to use the Software during the applicable subscription period in accordance with this Agreement, your applicable scope of use and the Documentation. The subscription period for the software is specified in your order. Your subscription term ends upon termination of this Agreement, even if no expiration date is specified in your order or upon expiration of the subscription term. The software requires an access authorization for operation, which is delivered as described in Section 9.2 (Delivery).

5.2 Number of instances

Unless otherwise stated in your order, you will receive an instance of the software for the software you have purchased.

5.4. Third-party code

The Software contains code and libraries licensed to us by third parties, including open source software.

6 Hosted Services Terms & Conditions

6.1 Access to hosted services

Subject to the terms and conditions of this Agreement, MEDEORA grants you a nonexclusive right to access and use the Hosted Services during the applicable subscription period (as defined below) in accordance with this Agreement, its applicable scope of use and the Documentation. If MEDEORA offers client software (e.g. a desktop or mobile application) for a cloud-based solution, you may use this software only with the Hosted Service agreed upon, subject to the terms and conditions of this Agreement. You acknowledge that our cloud-based solutions are subscription-based online products and that we can make changes to the cloud-based solutions if necessary. At this point we expressly point out that you as a user instruct us to commission a suitable cloud provider on your behalf and at your expense, from whom the application you ordered is hosted. The hosting costs are included in the usage fees. MEDEORA reserves the right to change providers if necessary, but we will inform you of a possible change if your interests are affected by this change.

6.2 Subscription terms and renewals

The cloud-based solutions are provided on a subscription basis for a specific term specified in your order (“subscription period”). Unless otherwise stated in your order, all subscriptions will be automatically renewed for the periods corresponding to your original subscription period (renewals will always be charged at the current rates), unless you cancel your subscription at least 30 days before the end of the billing period. If you cancel, your subscription will be terminated at the end of the current billing period, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to the cancellation. MEDEORA is entitled to change the price for any service or fee for the use of services, including those currently available to you free of charge. Any fee increases will only take effect after the end of your current billing period. You will not be charged for the use of any service unless you have opted for a paid subscription.

6.3 Credentials

You must ensure that all authorized users keep their user IDs and passwords for the cloudbased solutions strictly confidential and do not disclose this information to unauthorized persons. User IDs are assigned to individual, named persons and may not be passed on. You are responsible for all actions taken with your accounts and passwords. With this agreement you commit yourself to inform MEDEORA immediately about any unauthorized use that becomes known to you.

6.4 Inactive User Account Policy

We reserve the right to terminate unpaid user accounts that are inactive for an uninterrupted period of 30 days. In the event of such termination, all data associated with the user account will be deleted. We will inform you in advance of such termination and give you the opportunity to secure your data. The data erasure policy can be implemented for individual or all services. Each service is considered as a standalone and separate service to calculate the period of inactivity. In other words, the activity in one service is not enough to keep your account active in another service. For accounts with more than one user, if at least one of the users is active, the account is not considered inactive.

6.5 Your data

“Your Data” means any data, content, codes, videos, images or other material of any kind that you upload, transmit or otherwise transmit to or through the cloud-based solutions. You retain all rights to your data in the forms provided by MEDEORA. Subject to the terms of this Agreement, you hereby grant MEDEORA a non-exclusive, worldwide, royalty-free right (a) to use, copy, store, transmit, modify and create derivative works from your data, in any case only for the purpose and to the extent necessary to provide you with your commissioned cloud-based solutions, and (b) for cloud-based solutions “that allow you to share or interact with your data with others, distribute and publicly list and view your data while you (or your authorized users) provide the data directly or through the cloud-based solutions. MEDEORA may access your account or instance to respond to your support requests.

6.6 Security

MEDEORA implements security procedures to protect your data from security attacks. It is important that the use of cloud-based solutions necessarily involves the transmission of your data over networks and that your data is stored by cloud providers who are not owned, operated or controlled by us. We are not responsible for the loss, alteration, interception or storage of your data in such networks. We do not guarantee that the security measures we use are error-free, that the transmission of your data is always secure or that unauthorized third parties can never undermine our or our security measures of third parties.

6.7 Memory limits

There may be memory limitations associated with a particular cloud-based solution. MEDEORA reserves the right to charge for additional storage or overcapacity. We may at any time, at our discretion, with or without notice to you, set new storage limits for the cloud-based solutions or change existing ones.

6.8 Responsibility for your data

6.8.1 General information

You must ensure that your use of the cloud-based solutions and all of your data complies with our Terms of Use and all applicable local, state, federal and international laws and regulations at all times. They assure and guarantee this: (a) you have obtained all necessary rights, clearances and authorizations to provide MEDEORA with all of your data and to grant MEDEORA the rights granted in this Agreement, and (b) your data and their transfer to MEDEORA and their use by MEDEORA, as authorized by you under this Agreement, not against any law (including, without limitation, the law, (including without limitation all intellectual property, privacy and publicity rights, and any use, collection and disclosure permitted herein does not conflict with the provisions of the applicable privacy policy. Except for the security obligations set forth in Section 6.7 (Security), MEDEORA assumes no responsibility or liability for your data and you are solely responsible for your data and the consequences of the use, disclosure, storage or transmission of such data.

6.8.2 Exemption from liability for your data

You will defend, indemnify and hold MEDEORA harmless against any loss, cost, liability or damage, including legal fees, for which MEDEORA will be held liable arising out of or in connection with any claim relating to your data, including, but not limited to, claims by third parties that your data or your use of the cloud-based solutions violate or embezzle the intellectual property rights of third parties or violate applicable law in violation of this Agreement. This indemnity requires: (a) immediate written notice of such claim (but in any event timely notice to enable you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense or settlement of such claim.

6.9 Removal and suspension

MEDEORA is not obliged to monitor the content uploaded to the cloud-based solutions. However, if we deem such action necessary due to your violation of this Agreement or in response to requests received under our Copyright and Trademark Infringement Report ing Guidelines, we may (a) remove your information from the hosted services or (b) suspend your access to the hosted services. However, if we determine that your actions compromise the operation of the cloud-based solutions or other users, we may block your access immediately and without notice. The cloud-based solutions will continue to be billed to you during an interruption period necessary for the aforementioned reasons. We are not liable to you for the removal or deletion of your data or the suspension of your access to the cloud-based solutions as described in this section.

6.10 Cancellation at the end of the subscription period

We are entitled to remove or delete your data within a reasonable period after expiration of the subscription period.

7 Support and Maintenance

MEDEORA provides support and maintenance services for the products described in the MEDEORA Support Policy (“Support Contract”) during the period for which you have paid the corresponding fee. Support and maintenance are subject to the terms of the Support Policy and are provided at the support level and during the support period specified in your order. MEDEORA reserves the right to change the support policy as necessary to reflect process improvements or changed practices. Software support and updates include access to new releases, if and when available. You may use any new releases we make available to you under a valid support contract in the same way you use the Software, and new releases are included in the definition of the Software in this case. New releases are bug fixes, patches or other changes, extensions or modifications to the software that we make commercially available to the general public.

8 Training services

We offer training services in accordance with the descriptions and conditions for these services listed in the order and the associated service descriptions or data sheets. MEDEORA reserves all rights, titles and interests in all materials, services, modif ications, derivative works or developments in connection with the training services (“training materials”) offered by us. All training materials provided to you may only be used in conjunction with the products that are subject to the same restrictions on use of the products.

9 Payment and financial conditions

9.1 Right to return

As part of our commitment to customer satisfaction, it is our customary business practice to give customers the opportunity to cancel their subscription without giving reasons. In connection with the cloud-based solutions, termination means that we disable access to the cloud-based solutions, export your data and return it to you upon written request to close your account. MEDEORA reserves the right to change or adapt this practice in the future in accordance with Section 22 (Changes to this Agreement).

9.2 Shipment

Wir liefern die Zugangsdaten (im Falle von cloudbasierten Lösungen) an die in Ihrer Bestellung angegebenen E-Mail-Adressen. Alle Lieferungen im Rahmen dieses Vertrages erfolgen elektronisch.

9.3 Payment

You agree to pay all fees in accordance with each order. You pay all amounts in Euro. The terms of payment are 30 days net. Except as expressly stated in section 9.1 (right of return), all amounts are non-refundable, non-refundable and non-refundable. If you make payments, you acknowledge that you are not entitled to future product availability beyond the current subscription period or to product upgrades or feature enhancements. If you add authorized users during the term of your subscription, we will charge you for the increased number of authorized users according to the currently valid tariffs in your next billing cycle. You agree that we may charge your credit card fees for renewals, additional users and unpaid fees. If you purchase Products through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, but you acknowledge that we may terminate your rights to use the Products if we do not receive payment from the Reseller.

9.4 Taxes

Your payments under this Agreement exclude all taxes and duties payable in respect of the Products in the country in which payment is either made or received. Where such taxes or charges are payable by MEDEORA, you must pay MEDEORA the amount of such taxes or charges in addition to the fees owed under this Agreement. Notwithstanding the foregoing, you may have received an exemption from relevant taxes or duties from the date of the collection or assessment of such taxes or duties. In this case, you have the right to provide MEDEORA with such exemption information. MEDEORA will make reasonable efforts to provide such accounting documents that will enable you to receive a refund or credit for the amount so paid from a competent tax authority if such a refund or credit is possible.

10 Free Products

We may offer you certain products free of charge, including free accounts, trial versions and access to beta versions, as defined below (“free products”). Your use of no-charge products is subject to additional terms and conditions that we specify and is only permitted for the period we specify. You may not use no-charge products for competitive analysis or similar purposes. We may terminate your right to use no-charge products at any time and for any reason in our sole discretion, without liability to you. You understand that all prerelease and beta products we provide (“beta versions”) are still in development, may be inoperable or incomplete and may contain more bugs and bugs than commonly available products. We make no promises that beta versions will ever be made generally available. Under certain circumstances we may charge a fee to allow you access to beta versions, but beta versions are still subject to this section 10 (free products). All information about the features, characteristics and performance of the beta versions represents MEDEORA’s confidential information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to free products, including all support and maintenance obligations, warranties and indemnities.

11 Limitations

Unless expressly agreed otherwise in this agreement, you must refrain from the following actions: (a) rent, lease, reproduce, modify, adapt, create, distribute, sell, sublicense, transfer or make available to third parties the Products. (b) Use the Products for the benefit of third parties. (c) incorporate third-party products into any MEDEORA product or service that you make available to third parties; (d) interfere with the registration mechanisms in the products or otherwise circumvent mechanisms in the products that are intended to restrict your use, (e) reverse engineer, disassemble, decompile, translate or otherwise attempt to preserve or derive the source code, underlying ideas, algorithms, file formats or non -public APIs for products, unless permitted by law. (f) removal or concealment of proprietary or other notices contained in a Product, or (g) public disclosure of information about the performance of the Products. If you disobey these restrictions, your right of use will expire immediately. In this case MEDEORA reserves the right to take legal action against these misconduct.

12 Your add-on development

12.1 Developer manual license

From time to time MEDEORA may publish SDK’s or API’s and related guidelines (“Developer Guides”) to allow you to develop plug-ins, extensions, add-ons or other software products or services that interact or are integrated with the products (“Add-ons”). You may distribute your add-ons to third parties, but only for products approved by MEDEORA and only in accordance with the developer manuals.

12.2 Conditions for the development of add-ons

Notwithstanding anything to the contrary in this Agreement, MEDEORA has no support, warranty, indemnity or other obligation or liability with respect to your add-ons or their combination, interaction or use with the Products. You shall indemnify, defend and hold us harmless from and against all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with claims, may be brought against us by third parties in relation to your add-ons (including but not limited to representations or warranties you make with respect to your add-ons) or your violation of this section.

13 Licence certifications and audits

Upon our request, you agree to provide a signed certificate that you are using all products in accordance with the terms of this Agreement, including the scope of application. You agree that we or our authorized representative may review your use of the Pr oducts. We will notify you at least 10 days in advance of the exam and the exam will be conducted during normal business hours. We will assume all costs incurred by us as a result of the audit, unless the audit shows that you have exceeded the scope of use. They will provide appropriate support, cooperation and access to relevant information as part of an audit at their own expense. If you exceed your usage limits, we may invoice you for past or sustained excessive usage. You agree to pay the invoice immediately upon receipt. This remedy shall be without prejudice to any other remedies available to MEDEORA by law, in equity or under this Agreement. To the extent that we are required to do so, we may share audit results with some of our third-party licensors or assign the audit rights set forth in this section to such licensors.

14 Ownership and Feedback

Products are made available on an access basis; no ownership rights are transferred to you, regardless of the use of terms such as “purchase” or “sale”. MEDEORA and its licensors have and retain all rights, titles and interests, including all intellectual property rights, in the products (including all no-charge products are owned by us), their “look and feel”, any related or underlying technology and any modifications or derivative works of the foregoing created by or for MEDEORA, including but not limited to feedback on the products (“MEDEORA Technology”). From time to time, you may submit comments, information, questions, data, ideas, process descriptions or other information to MEDEORA, including the disclosure of your changes or in the course of receiving support and maintenance (“Feedback”). MEDEORA may freely use, copy, disclose, license, distribute and exploit feedback in connection with its products or services in any way, without obligation, license fee or restriction due to intellectual property rights or otherwise. No feedback from you will be considered confidential information from you. Nothing in this Agreement restricts MEDEORA’s right to use, develop, evaluate or market products independently of one another, whether or not they contain feedbac k.

15 Privacy

Except as otherwise provided in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information communicated to that party (“Receiver Party”) by the Disclosing Party (“Disclosing Party”) shall constitute the confidential property of the Disclosing Party (“Confidential Information”) provided that it is marked as confidential at the time of disclosure. Any MEDEORA technology and all performance information relating to the products are considered confidential information of MEDEORA without any marking or other designation. Unless expressly authorized herein, the receiving party will treat confidential information confidentially and will not use or disclose confidential information. The receiving party’s obligation of confidentiality does not apply to information that the receiving party can document: (a) was lawfully in his possession or was known to him prior to receipt of the confidential information; (b) was or has become public knowledge through no fault of the receiving party; (c) was lawfully obtained by the receiving party from a third party without breach of a confidentiality obligation; or (d) was developed independently of employees of the receiving party who did not have access to such information. The receiving party may also disclose confidential information if required by law, regulation or court order (but only to the extent necessary to comply with such law or order and with advance notice to the disclosing party). The receiving party acknowledges that disclosure of confidential information would cause substantial damage for which damages alone would not be sufficient remedy, and therefore, in the event of such disclosure by the receiving party, the disclosing party shall be entitled to appropriate, equitable relief in addition to any other remedies it may have under the law. For the avoidance of doubt, this section does not constitute a separate guarantee for the operation of a product.

16 Term and termination

This Agreement is effective for as long as you have a valid subscription, unless the Agreement is terminated prematurely, as permitted by this Agreement. Either party may terminate this Agreement before the end of the Term if the other party substantially breaches any provision of this Agreement and the breach is not remedied within thirty (30) days after written notice of the breach. In addition, either party may terminate the contract before the end of the term even if the other party ceases operations, f iles for bankruptcy, becomes insolvent or can no longer meet its financial obligations. You may terminate this Agreement at any time by notifying MEDEORA, but will not be entitled to any credits or refunds as a result of a convenience termination for prepaid fees, unused software, hosted services subscriptions or support and maintenance services. Except where this Agreement may provide for an exclusive remedy, the exercise of any remedy by either party, including termination, shall not affect any other remedies they may have under this Agreement, by law or otherwise. Upon termination of this Agreement, you (and your authorized users) have no right to use or access any products or information or materials that we provide to you under this Agreement, including confidential MEDEORA information. You must, if necessary, delete the above elements from your systems (including third-party systems operated on your behalf) and confirm to us in writing that you have completed the deletion. The following terms will survive any termination or expiration of this Agreement: 9.3 (payment), 9.4 (taxes), 10 (free products), 11 (restrictions), 12.2 (terms for the development of add-ons), 13 (license certifications and audits), 14 (ownership and feedback), 15 (confidentiality), 16 (term and termination), 17.2 (disclaimer), 18 (limitation of liability), 21 (dispute resolution) and 23 (general provisions).

17 Warranty and Disclaimer

17.1 Full power of attorney

Each party represents and warrants that it has the legal authority and authority to enter into this Agreement and that, if you are a legal person, this Agreement and each appointment is made by an employee or representative of that party with all necessary powers to bind that party to the terms of this Agreement.



18 Limitation of liability


19 Public rights

We can identify you as a MEDEORA customer in our advertising materials. You may at any time request us not to do so by sending an e-mail to support@MEDEORA.com Please note that it may take up to 30 days for us to process your request.

20 Improvement of our products

We are constantly striving to improve our products and services. To do this, we need to test, measure, analyze and aggregate how users use and operate our products, such as usage patterns and characteristics of our user base. We collect and use analytical data about the use of our products, solely for internal purposes and to improve our products and services and abide by our privacy policy embroidered on our web pages: medeora.com

21 Settlement of disputes

21.1 Dispute Resolution; Arbitration

In the event of disputes or claims arising out of or in connection with this Agreement, the parties will negotiate with each other and will attempt to find a mutually satisfactory solution, recognizing their mutual interests. If the parties fail to reach an agreement within 60 days, any unresolved disputes or claims arising from or relating to this agreement will be resolved satisfactorily for both parties by mediation. Should this not be successful, arbitration proceedings involving the Cologne Chamber of Industry and Commerce as a member of DIS e.V. based in Cologne will be sought. All negotiations and arbitration under this section shall be treated as confidential and treated as compromise and settlement negotiations within the meaning of all similar rules and evidence rules of applicable law and jurisdiction. The language of the arbitration proceedings shall be German based in Cologne.

21.2 Applicable law; place of jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of North Rhine-Westphalia and the Federal Republic of Germany. The place of performance and jurisdiction for all disputes arising from these Terms of Use is Cologne/Germany.

21.3 Injunctive relief; enforcement

Notwithstanding the provisions of Section 22.1 (Dispute Resolution; Arbitration), nothing in this Agreement shall prevent a party from seeking injunctive relief in relation to an infringement of intellectual property rights, confidentiality obligations or the enforcement or recognition of an award or order in an appropriate jurisdiction.

22 Changes to this Agreement

We reserve the right to update or modify this Agreement as necessary, including any policies and other documents referenced. If a revision significantly restricts your rights, we will make reasonable efforts to notify you (e.g. by sending an email to the billing address or technical contact you specify in the relevant order, by posting on our blog, through your MEDEORA account or in the product itself). If we change the contract during the term of your subscription, the changed version will take effect with the next renewal of a term, a support and maintenance period or a subscription term. In this case, if you object to the updated agreement as your sole remedy, you may choose not to renew it, including the termination of terms set for automatic renewal. For the free products, you must accept the updated contract to continue using the free products. You may need to click through the updated agreement to give your consent. If you do not agree to the updated contract after it has entered into force, you no longer have the right to use free products. For the avoidance of doubt, the version of the contract valid at the time of the order shall apply to each order.

23 General terms and conditions

Any termination within the scope of this agreement must be made in writing. We can send you a notification by e-mail or via your account. Our notifications to you are deemed to have been received on the first working day after dispatch. You can send us a notification by mail to MEDEORA GmbH, Am Gleisdreieck 1 in 50823 Cologne, Germany or by e-mail to support@medeora.de. Your messages to us are deemed to have been received upon receipt by us. Neither party shall be liable to the other for any delay or non-performance of any obligation under this Agreement (other than failure to pay fees) if the delay or nonperformance is due to unforeseen events beyond the reasonable control of that party, such as strikes, blockades, war, acts of terrorism, riots, natural disasters, failure or disruption of power supplies or telecommunications or data networks. You may not assign this agreement without our prior written consent. We will not unreasonably refuse our consent if the legal successor agrees to be bound by the terms of this Agreement. We are entitled to assign our rights and obligations under this contract (in whole or in part) without your consent. The products are commercial computer software. The products were developed entirely at MEDEORA’s expense. Any other use is prohibited. This Agreement is the entire agreement between you and MEDEORA with respect to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations regarding the Products or other matters covered by this Agreement. If any provision of this Agreement is found invalid, unenforceable or unlawful, the remaining provisions shall remain in full force and effect. You may not modify or supplement this Agreement without our written consent. The parties are independent contractors.