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
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.
This Agreement governs your initial purchase and any future purchases you have made or
medeora.com), all orders and all other policies and attachments referenced.
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
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.
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
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.
5.1 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
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.
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
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
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.
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.
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
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).
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.
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.
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.
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.
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
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.
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.
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.
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.
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).
17.1 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.
17.2 DISCLAIMER OF WARRANTY
YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT
YOUR OWN RISK. THE SERVICES ARE PROVIDED ACCORDING TO THE CURRENT
STATE OF THE ART. MEDEORA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES,
INCLUDING ANY IMPLIED WARRANTIES OF ANY KIND.MEDEORA MAKES NO
WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR
ERROR-FREE. YOUR USE OF ANY MATERIAL DOWNLOADED OR OBTAINED
THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.
YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM,
MOBILE PHONE, WIRELESS DEVICE OR DATA RESULTING FROM THE USE OF OR
DOWNLOAD OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER WRITTEN
OR ORAL, RECEIVED FROM MEDEORA, ITS EMPLOYEES OR AGENTS CONSTITUTE A
YOU AGREE THAT IN NO EVENT SHALL MEDEORA BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER LOSS OR
DAMAGE OF ANY KIND OR FOR LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION OR
OTHER LOSSES RESULTING FROM OR CAUSED BY THE USE OF THE SERVICE OR
THE INABILITY TO USE THE SERVICE, EVEN IF MEDEORA HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MEDEORA’S TOTAL
LIABILITY TO YOU IN RESPECT OF ANY DIRECT OR INDIRECT SERVICE EXCEED THE
FEES YOU PAY FOR THAT SERVICE.
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.
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
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
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
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.
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.
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 firstname.lastname@example.org. 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.