Between
Airadoc GmbH
Am BioPark 13
93053 Regensburg
hereinafter "Licensor"
and the "Licensee", both together as the "Parties".
The Licensee intends to use the Licensor's software products in their company for a limited period. Therefore, the Licensor grants the Licensee the right to use its software products for a limited period based on this agreement and provides the Licensee with the latest available version of the software.
(1) "Software" refers to the computer program in object code as specified in the attached license certificate (Annex 1). (2) "Confidential Information" includes all information and documents of the respective party that are marked as confidential or are to be considered confidential based on the circumstances, particularly information about the respective party's products, including object codes, documentation, and other materials, operational processes, business relationships, and know-how.
(1) The subject matter of this agreement is the temporary provision of the software for the use of the web-based administration area of the Airadoc platform, along with the granting of the necessary rights for its proper use as per § 3. (2) The Licensor provides the Licensee with access to the Airadoc platform via an access code. If the software is protected by a license key, the customer will receive the license key exclusively for the use of the software as specified in this agreement and the license certificate. (3) The required quality of the software is conclusively determined by the license certificate. (4) Installation and configuration services are not part of this agreement but can be separately agreed upon between the parties.
(1) The Licensee receives, in exchange for the payment according to § 5 of this agreement, the non-exclusive, time-limited, non-transferable, and non-sublicensable right to use the software within the scope granted by this agreement and the license certificate. The proper use includes the installation, loading, display, and execution of the server-side installed software. The type and extent of use are further determined by the license certificate. (2) The Licensee is not entitled to transfer the provided copy of the software to others. In particular, it is prohibited to sell, lend, rent, or otherwise sublicense the software. (3) In case of a breach of any of the above provisions by the Licensee, all usage rights granted under this agreement will immediately become invalid and automatically revert to the Licensor. In such a case, the Licensee must immediately and completely cease using the software.
Setup of a payment method (2) Through registration, the Licensee's administrator gains access to the administration area of the Airadoc platform or their own Airadoc portal pages. The Administrator Account data can be adjusted at any time via the account settings. For subsequent logins, the registered email address and password are required. A password change is only possible in the account settings. (3) The Licensee's administrator is responsible for the secure storage of the account access data. The Licensor is not liable for damages resulting from any loss. (4) To use an Airadoc portal page as an employee of the Licensee, the setup of an account is required (Employee Account). The following information of the employee is needed to set up an Employee Account:
(User) Name
The Licensee's administrator adds the employee via the corresponding functionality in the administration area of the Airadoc portal page and enables access with appropriate permissions. (5) With the activation of a user-specific account, a usage agreement according to these General Terms and Conditions is established.
(1) To use the Airadoc platform as a Licensee, the setup of an account by the Licensee's administrator is required (Administrator Account). The following information is needed to set up an Administrator Account:
(1) The compensation for the grant of use is based on the currently valid fee schedule, which can be found on the Airadoc platform's homepage or through individual agreement. (2) If the agreement is not concluded on the first day of a calendar month, the rent for the first month is calculated proportionally based on the remaining days of the month, starting from the day following the provision of the software. (3) The rent is due in advance on the 3rd working day of each month. In the first month of the rental period, the rent is due upon full provision of the software. An overview of invoices and subscriptions is available in the administration area. (4) A refund of fees is excluded, except in cases provided by law. (5) The Licensee is obligated to provide all necessary payment information correctly. (6) The Licensor reserves the right to adjust prices at any time. (7) The Licensor is entitled to deactivate or terminate the Licensee's use if the Licensee is in default of payment. (8) The default interest rate is nine percent (9%) above the applicable base interest rate.
(1) During the free trial period, Licensees have the opportunity to use all functions and features without obligation and without restrictions. If canceled within the trial period, no costs or obligations will be incurred. After the trial period, a valid payment method must be registered to continue using the Airadoc platform and its associated services. (2) By registering a valid payment method, a trial account is automatically converted into a full account. The associated payment and cancellation terms are outlined below.
(1) The Licensee is obligated to protect the software from unauthorized access by third parties through appropriate measures. (2) The Licensee will allow the Licensor, upon request, to verify the proper use of the software, particularly to ensure that the Licensee is using the program within the scope of the licenses acquired. For this purpose, the Licensee will provide information, grant access to relevant documents, and allow the Licensor or an auditing firm designated by the Licensor and acceptable to the Licensee to inspect the hardware and software environment. The Licensor may conduct the audit during the Licensee's regular business hours or through third parties bound by confidentiality. The Licensor will ensure that the Licensee's business operations are minimally disrupted. If the audit reveals an excess of more than 5% (five percent) of the acquired licenses or any other non-compliant use, the Licensee will bear the costs of the audit; otherwise, the Licensor will bear the costs. All other rights remain reserved.
(1) The agreement is concluded for an indefinite period. The term of a service subscription is the current month. (2) The agreement can be terminated or activated by the Licensee at any time via the administration area. (3) The rental agreement can also be terminated by either party without notice for an important reason. An important reason that entitles the Licensor to terminate the agreement exists, in particular, if the Licensee violates the Licensor's usage rights by using the software beyond the scope permitted by this agreement and does not remedy the violation within a reasonable period after a warning from the Licensor. (4) In case of termination, the Licensee must cease using the software. (5) The billing of incomplete terms, particularly due to termination, is done proportionally based on daily usage of the total number of days in the respective billing month.
(1) The Licensor ensures the maintenance of the contractually agreed quality of the software during the term of the agreement and that no third-party rights oppose the proper use of the software. The Licensor will remedy any material and legal defects in the leased property within a reasonable time. (2) The Licensee is obligated to notify the Licensor of any defects in the software immediately upon discovery in text form. For material defects, this includes a description of the time of occurrence and the circumstances.
(1) The Licensor is fully liable
(1) The parties are obligated to strictly and absolutely keep confidential information of the other party secret and to protect it through appropriate technical and organizational measures. This obligation continues for a period of five years after the termination of the agreement. (2) Excluded from this obligation are confidential information that a) was demonstrably known to the recipient at the time of the agreement's conclusion or becomes known thereafter from a third party without violating a confidentiality agreement, legal provisions, or official orders; b) is publicly known at the time of the agreement's conclusion or becomes publicly known thereafter, provided this is not based on a violation of this agreement; c) must be disclosed due to legal obligations or by order of a court or authority. To the extent permissible and possible, the recipient obligated to disclose will inform the other party in advance and give them the opportunity to oppose the disclosure. (3) The parties will only grant access to confidential information to advisors who are bound by professional secrecy or who have previously been subjected to confidentiality obligations corresponding to those of this agreement. Furthermore, the parties will only disclose confidential information to employees who need to know it for the execution of this agreement and will obligate these employees to maintain confidentiality even after their departure to the extent permitted by labor law. (4) Any culpable violation of the above confidentiality obligations will result in a contractual penalty of EUR 12,500.00. Further claims of the parties remain unaffected.
(1) The Licensee may only transfer rights and obligations under or in connection with this agreement to third parties with the Licensor's written consent. (2) Set-off is only permissible against undisputed or legally established claims of the Licensor. (3) Changes and additions to the agreement require written form. This also applies to the amendment or cancellation of this clause. (4) The Licensee's general terms and conditions do not apply. (5) This agreement is exclusively governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG). (6) The parties are aware that the software may be subject to export and import restrictions. In particular, approval requirements may exist, or the use of the software or related technologies abroad may be subject to restrictions. The Licensee will comply with the applicable export and import control regulations of the Federal Republic of Germany, the European Union, and the United States of America, as well as all other relevant regulations. The Licensor's fulfillment of the contract is subject to the condition that no obstacles due to national and international export and import regulations or other legal provisions prevent fulfillment. (7) The place of performance is the Licensor's headquarters. The exclusive place of jurisdiction is Regensburg. (8) If individual provisions of this agreement are invalid, this does not affect the validity of the remaining provisions. The parties will strive to find a provision that best corresponds to the legal and economic purpose of the agreement in place of the invalid provision. (9) All annexes mentioned in this agreement are integral parts of the agreement.
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