This MEDEORA Customer Agreement (Agreement) is entered into 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 similar button) displayed to you at the time of your order or by using or accessing MEDEORA products, you agree to be bound by this Agreement.
2. Types of MEDEORA products
This Agreement governs (a) MEDEORA’s cloud-based solutions and (b) any related support or maintenance services provided by MEDEORA. Software and cloud-based solutions are referred to as “Products”.
3.1 Directly with MEDEORA
MEDEORA’s product order (“Order”) will specify your authorized scope of use for the Products, which may include: (a) duration and number of Authorized Users (as defined below), (b) placement of storage or capacity (for cloud-based solutions) with a provider of your choice or the provider partnering with us, (c) number of additional users (for software), or (d) other restrictions or billable units. The term “Order” also includes any applicable renewals of Products, Support and Maintenance and any purchases you make to renew or extend your scope.
3.2 Reseller orders
This Agreement applies whether you purchase our products directly from MEDEORA or through MEDEORA “Expert” or other authorized resellers (each a “Reseller”). If you purchase through a Reseller, your scope of use is governed by the order placed for you by the Reseller. The Reseller is responsible for the accuracy of your order. Resellers are not authorized to make any promises or undertakings on behalf of MEDEORA. We are not bound by any obligations to you 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 particular Product (“Authorised Users”) may access and use the Products. Authorized Users may be you or your Affiliates’ employees, representatives, consultants, contractors, agents or other third parties acting for your benefit or on your behalf. You may also allow your customers to have limited access to certain Products as Authorized Users. You may increase the number of Authorized Users entitled to access your instance of the Product by placing a new order or, in some cases, directly through the Product. In either case, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for all Authorized Users’ compliance with this Agreement. Any use of the Products by you and your Authorized Users must be within the scope of use and solely for the benefit of you or your affiliates.
4.1 Limits of use
MEDEORA may impose usage limits based on the number of subscriptions/users you have purchased. You must ensure that your usage is within the usage limits prescribed by MEDEORA in order to enjoy uninterrupted service. You understand that MEDEORA may restrict an activity if you reach the usage limit assigned to that activity.
5. Software terms
5.1 Your License Rights
Subject to the terms and conditions of this Agreement, MEDEORA grants you a non-exclusive, non-sublicensable and non-transferable license to use the Software during the applicable Subscription Term in accordance with this Agreement, your applicable Scope of Use and the Documentation. The subscription term of the software will be specified in your order. Your Subscription Term will terminate upon termination of this Agreement, even if no expiry date is specified in your Order, or upon expiration of the Subscription Term. The software requires an access authorization to operate, which is delivered as described in Section 9.2 (Delivery).
5.2 Number of instances
Unless otherwise specified in your order, you will receive one 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 Conditions for Hosted Services
6.1 Access to Hosted Services
Subject to the terms and conditions of this Agreement, MEDEORA grants you a non-exclusive right to access and use the Hosted Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, its applicable Scope of Use and the Documentation. If MEDEORA provides client software (e.g. a desktop or mobile application) for a cloud-based solution, you may only use such software with the Hosted Service agreed, subject to the terms and conditions of this Agreement. You acknowledge that our cloud-based solutions are online products on a subscription basis and that we may make changes to the cloud-based solutions as necessary.
We expressly point out at this point that you as a user hereby instruct us to engage a suitable cloud provider on your behalf and at your expense to host the application you have ordered. The hosting costs incurred are included in the user fees. MEDEORA reserves the right to change the provider if necessary, but we will inform you of a possible change should your interests be affected by this change.
6.2 Subscription conditions and renewals
The cloud-based solutions are provided on a subscription basis for a specified term as set out in your order (“Subscription Term”). Unless otherwise specified in your order, all subscriptions will automatically renew for periods equal to your original Subscription Term (renewals will always be charged at the then-current rates) unless you cancel your subscription no later than 30 days prior to the end of the billing period. If you cancel, your subscription will terminate at the end of the current billing period, but you will not be entitled to any credits or refunds for amounts incurred or paid prior to cancellation.
MEDEORA may change the price of any service or fee for the use of services, including services that are 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 cloud-based solutions strictly confidential and do not disclose this information to unauthorized persons. User IDs are issued to individual, named individuals and must not be shared. You are responsible for all actions taken with your accounts and passwords. With this agreement, you undertake to inform MEDEORA immediately of any unauthorized use of which you become aware.
6.4 Inactive User Account Policy
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 30 days. In the event of such termination, all data associated with the user account will be deleted. We will notify you in advance of such termination and provide you with the opportunity to back up your data. The data deletion policy may be implemented with respect to any or all services. Each service will be considered a separate and distinct service for the purposes of calculating the period of inactivity. In other words, activity in one of the services is not sufficient to keep your user 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, code, video, images or other material of any kind that you upload, submit 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, free right to (a) use, copy, store, transmit, modify and create derivative works of your data, in each case only for the purpose and to the extent necessary to provide you with your contracted cloud-based solutions, and (b) for cloud-based solutions that enable you to share or interact with other persons, distribute and publicly perform and display your data while you (or your authorized users) are providing the data directly or through the cloud-based solutions. MEDEORA may access your account or instance in this context in order to respond to your support requests there.
MEDEORA implements security procedures to protect your data from security attacks. It is important to note that the use of cloud-based solutions will necessarily involve the transmission of your data over networks and the storage of your data will take place with cloud providers that are not owned, operated or controlled by us. We are not responsible for any possible loss, alteration, interception or storage of your data on such networks. We do not guarantee that the security measures we use will be error-free, that the transmission of your data will always be secure or that unauthorized third parties will never be able to subvert our security measures or those of our third party providers.
6.7 Memory limits
There may be storage limitations associated with a particular cloud-based solution. MEDEORA reserves the right to charge for additional storage or excess capacity. We may set new storage limits for the cloud-based solutions or change existing ones at any time at our discretion, with or without notice to you.
6.8 Responsibility for your data
6.8.2 Indemnity for your data
You shall defend, indemnify and hold MEDEORA harmless from any loss, cost, liability or damage, including attorneys’ fees and court costs, for which MEDEORA is held liable, arising out of or in connection with any claim relating to Your Data, including, without limitation, any claim by a third party alleging that Your Data or Your use of the cloud-based solutions infringes or misappropriates the intellectual property rights of any third party or violates any applicable law in violation of this Agreement. This indemnification obligation is subject to your (a) prompt written notice of any such claim (but in any event, timely notice so that you may respond without prejudice); (b) exclusive right to control and direct the investigation, defense or settlement of any such claim.
6.9 Dismantling and suspension
MEDEORA is under no obligation to monitor 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 we receive under our Copyright and Trademark Infringement Notification Policy, we may (a) remove your data from the Hosted Services or (b) suspend your access to the Hosted Services. However, if we determine that your actions jeopardise the operation of the cloud-based solutions or other users, we may suspend your access immediately and without notice. You will continue to be charged for the cloud-based solutions during any period of suspension necessary for the above reasons. We will not be 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 Deletion at the end of the subscription period
We are entitled to remove or delete your data within a reasonable period of time after the end of the subscription period.
7. Support and maintenance
MEDEORA will provide support and maintenance services for the products described in the MEDEORA Support Policy (“Support Agreement”) during the period for which you have paid the relevant fee. Support and maintenance are subject to the terms and conditions 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 amend the Support Policy as necessary to reflect process improvements or changes in practices. Support and updates for software include access to new releases when and if available. You may use any New Releases that we make available to you during a valid Support Agreement in the same manner as 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, enhancements or modifications to the software that we make generally commercially available.
8. Training services
We provide Training Services in accordance with the descriptions and terms and conditions for such services set forth in the Purchase Order and any related service descriptions or data sheets. MEDEORA reserves all right, title and interest in and to all materials, services, modifications, derivative works or developments relating to the Training Services we provide (“Training Materials”). Any Training Materials provided to you may only be used in conjunction with the Products subject to the same restrictions on use of the Products.
9. Payment and financial conditions
9.1 Right of Return
As part of our commitment to customer satisfaction, it is our standard business practice to give customers the option to cancel their subscription without giving any reason. In the context of the cloud-based solutions, termination means that we will 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, if necessary, to change or modify this practice in the future in accordance with Section 22 (Changes to this Agreement).
We will deliver the access data (in the case of cloud-based solutions) to the email addresses specified in your order. All deliveries under this contract will be made electronically.
You agree to pay all charges in accordance with each order. You will pay all amounts in euros. The payment terms are net 30th days. Except as expressly provided in Section 9.1 (Right of Return), all amounts are non-refundable, non-cancellable and non-creditable. When you make payments, you acknowledge that you are not entitled to future availability of products beyond the current subscription term 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 in accordance with the currently applicable rates in your next billing cycle. You agree that we may charge your credit card for renewals, additional users and unpaid fees, if applicable. 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 the appropriate payment from the Reseller.
Your payments under this Agreement shall be exclusive of any taxes or duties payable in respect of the Products in the country in which payment is either made or received. To the extent any such taxes or duties are payable by MEDEORA, you shall pay to MEDEORA the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the forthcoming, you may have received an exemption from relevant taxes or duties from the time such taxes or duties were levied or assessed. In this case, you have the right to provide MEDEORA with such exemption information. MEDEORA will use reasonable endeavors to provide such billing information to enable you to obtain a refund or credit for the amount so paid from any relevant tax authority, if such refund or credit is possible
10. Free products
We may offer certain products to you free of charge, including free accounts, trial versions and access to beta versions, as defined below (“No-Charge 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 any pre-release and beta products we make available (“Beta Versions”) are still in development, may be inoperable or incomplete, and are likely to contain more errors and bugs than generally available products. We make no promises that Beta Versions will ever be made generally available. In certain circumstances, we may charge a fee to give 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 constitutes 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, maintenance, warranty and indemnity obligations
Except as otherwise expressly provided in this Agreement, you shall not: (a) rent, lease, reproduce, modify, adapt, create derivative works from, 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 disrupt mechanisms
in the products that are intended to limit your use, (e) reverse engineer, disassemble, decompile, translate or otherwise attempt to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs for products, except as permitted by law. (f) remove or obscure any proprietary or other notices contained in a product; or (g) publicly disseminate information about the performance of the products. If you violate any of these restrictions, your right to use the products will immediately terminate. MEDEORA reserves the right to take legal action against such violations.
12. Your development of add-ons
12.1 Developer’s Manual License
From time to time, MEDEORA may publish SDK’s or API’s and related guidelines (“Developer Guides”) to enable you to develop plug-ins, extensions, add-ons or other software products or services that interact or integrate with the Products (“Add -ons”). You may share your add-ons with third parties, but only for MEDEORA approved products and only in accordance with the Developer Guides.
12.2 Conditions for the development of add-ons
Notwithstanding anything to the contrary in this Agreement, MEDEORA shall have no support, warranty, indemnity or other obligation or liability whatsoever 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 any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim made by any third party against us with respect to your add-ons (including, without limitation, any representations or warranties you make with respect to your add-ons) or your breach of this section.
13. License certifications and audits
Upon our request, you agree to provide a signed certification that you are using all Products in accordance with the terms of this Agreement, including the Scope. You agree that we or our authorized representative may audit your use of the Products. We will notify you at least 10 days in advance of the review and the review will be conducted during normal business hours. We will pay any costs we incur as a result of the audit unless the audit shows that you have exceeded the scope of use. You will provide reasonable assistance, cooperation and access to relevant information as part of an audit at your own expense. If you exceed your usage limit, we may invoice you for past or continuing excessive usage. You agree to pay the invoice immediately upon receipt. This remedy is without prejudice to any other remedies available to MEDEORA at law or in equity or under this Agreement. To the extent we are required to do so, we may share audit results with some of our third party licensors or assign the audit rights referred to in this section to such licensors assign.
14. Ownership and feedback
Products are provided on an access-based basis, no title is transferred to you, regardless of the use of terms such as “purchase” or “sale”. MEDEORA and its licensors shall have and retain all right, title and interest, including all intellectual property rights, in and to the products (including all no-charge products shall be deemed to be ours), 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 sharing 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 manner, without obligation, royalty or restriction under any intellectual property rights or otherwise. No feedback from you will be considered confidential information from you. Nothing in this Agreement shall limit MEDEORA’s right to independently use, develop, evaluate or market Products, whether or not they incorporate Feedback.
Except as otherwise provided in this Agreement, each party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such party (“Receiving 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 performance information relating to the products shall be deemed to be MEDEORA Confidential Information without any marking or further designation. Except as expressly authorized, the Receiving Party shall keep Confidential Information confidential and shall not use or disclose any Confidential Information. The Receiving Party’s obligation of confidentiality shall not apply to information that the Receiving Party can document: (a) was lawfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become publicly known through no fault of the Receiving Party; (c) was lawfully received by the Receiving Party from a third party without breach of a confidentiality obligation; or (d) was independently developed by employees of the Receiving Party who did not have access to such information. The Receiving Party may also disclose Confidential Information if required to do so by regulation, law or court order (but only to the minimum extent necessary to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore, upon 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 Act. For the avoidance of doubt, this Section shall not be deemed to separately warrant the operation of any Product.
16 Term and Termination
This Agreement shall continue in effect for as long as you have a valid Subscription, unless terminated earlier as permitted under this Agreement. Either party may terminate this Agreement prior to the end of the Term if the other party materially breaches any provision of this Agreement and the breach is not cured within thirty (30) days after written notice of the breach. In addition, either party may also terminate this Agreement prior to the end of the Term if the other party ceases operations, files for bankruptcy, becomes insolvent or is unable to meet its financial obligations. You may terminate this Agreement at any time with notice to MEDEORA, but you will not be entitled to any credits or refunds as a result of a termination for convenience for prepaid fees, for unused Software, Hosted Services subscriptions, or support and maintenance services. Except where an exclusive remedy may be set forth in this Agreement, the exercise of any remedy by either party, including termination, shall not affect any other remedy they may have under this Agreement, by law or otherwise. Upon termination of the Agreement, you (and your Authorized Users) shall no longer have any right to use or access any products or information or materials provided by us to you under this Agreement, including MEDEORA Confidential Information. You shall delete the forthcoming items from your systems, if applicable (including any third party systems operated on your behalf), and confirm to us in writing that you have done so. The following provisions shall survive any termination or expiry of this Agreement: 9.3 (Payment), 9.4 (Taxes), 10 (Free Products), 11 (Restrictions), 12.2 (Add-on Development Terms), 13 (Licence Certifications and Audits) , 14 (Ownership and Feedback), 15 (Confidentiality), 16 (Term and Termination), 17.2 (Disclaimer of Warranties), 18 (Limitation of Liability), 21 (Dispute Resolution) and 23 (General Provisions).
17 Warranty and exclusion of liability
17.1 Power of Attorney
Each party represents and warrants that it has the legal power and authority to enter into this Agreement and, if you are a legal entity, this Agreement and any order is entered into by an employee or agent of that party with all necessary powers to execute bind that party to the terms of this Agreement.
17.2 EXCLUSION OF WARRANTY
18 Limitation of liability
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 LOSS ARISING OUT OF OR CAUSED BY THE USE OF OR 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 PAID BY YOU FOR THAT SERVICE.
19. Public rights/h1>
We can identify you as a MEDEORA customer in our promotional materials. You can ask us to stop doing this at any time by sending an email to . Please note that it may take up to 30 days before we can process your request.
20. improving our products
21. Dispute settlement
21.1 Dispute Resolution; arbitration
In the event of any dispute or claim arising out of or relating to this Agreement, the Parties shall negotiate with each other and, recognizing their mutual interests, attempt to reach a mutually satisfactory resolution. If the parties do not reach an agreement within a period of 60 days, an attempt will be made to resolve any unresolved dispute or claim arising out of or relating to this Agreement in a mutually satisfactory manner through mediation. Should this not be successful, arbitration proceedings will be pursued with the involvement of the Cologne Chamber of Industry and Commerce (IHK Köln) as a member of the DIS eV with its registered office in Cologne. All negotiations and arbitrations under this section shall be treated confidentially and as compromise and negotiations settlement within the meaning of all similar rules and rules of evidence of the applicable legislation and jurisdictions. The language of the arbitration shall be German with its seat in Cologne.
21.2 Applicable law; place of jurisdiction
This Agreement shall be governed by and constructed in accordance with the applicable laws of the State of North Rhine-Westphalia and the Federal Republic of 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 with respect to an infringement of Intellectual Property Rights, confidentiality obligations or the enforcement or recognition of an arbitration award or order in an appropriate jurisdiction.
22 Amendments to this Agreement
We reserve the right to update or modify this Agreement as necessary, including all policies and other documents referenced. If a revision significantly limits your rights, we will use reasonable efforts to notify you (for example, by sending an email to the billing address or technical contact you provide in the applicable 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 be included with the next renewal of a
term, a support and maintenance period or a subscription period will be effective. In this case, if you object to the updated agreement as your sole remedy, you may choose not to renew it, including terminating terms set to auto-renew. With respect to the Free Products, acceptance of the updated Agreement is required in order for you to continue to use the Free Products. You may need to click through to the updated agreement to give your consent. If you do not agree to the updated Agreement after it becomes effective, you will no longer have the right to use Free Products. For the avoidance of doubt, the version of the agreement in force at the time of the order will apply to each order.
23 General Provisions
Any notice of termination under this Agreement must be in writing. We may send you notice by email or through your account. Our notices to you will be deemed received on the first business day after they are sent. You may send notice to us by post to MEDEORA GmbH, Am Gleisdreieck 1 in 50823 Cologne, Germany or by email to. . Your notices to us will be deemed to have been received by us upon receipt. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (other than failure to pay fees) if the delay or failure is due to unforeseen events beyond that party’s reasonable control, such as strike, blockade, war, acts of terrorism, riot, natural disaster, failure or impairment of power supply or telecommunications or data networks. You may not assign this Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms of this Agreement. We may assign our rights and obligations under this Agreement (in whole or in part) without your consent. The products are commercial computer software. The Products have been 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 contemporary oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by this Agreement. If any provision of this Agreement is found to be invalid, unenforceable or illegal, the remaining provisions shall continue in full force and effect. This Agreement may not be modified or amended by you without our written consent. The parties are independent contractors.