| Distribution Terms |
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| Additional to the Ardeo eMDT End User License Agreement |
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| IMPORTANT – PLEASE READ CAREFULLY |
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| These Distribution Terms are an addition to the Ardeo End User License Agreement (the “Agreement”), as published on the Ardeo Website. The terms and conditions of the Agreement will apply to these Distribution Terms, except for the exceptions that are explicitly stated in these Distribution Terms. The capitalized definitions used herein are specified in Article 1 of the Agreement. If You want to make use of the possibility to distribute the eMDT Software in a CD-ROM, DVD or other similar physical media, You will have to send an email containing Your name, address, phone number and email address to sales@ardeo.com, stating Your intentions to distribute the eMDT Software and defining the applicable media. By sending such email, You explicitly agree to be bound by the Distribution Terms below as well as any renewed versions thereof, as will be published on the Ardeo Website or as may be otherwise notified to You by Ardeo. In the event Ardeo has not received such email,
You will not be allowed to distribute the eMDT Software. Ardeo reserves the right, at its sole discretion, to deny your request to distribute. In this event, you will be notified via email response within 30 days of receipt of your email. |
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| 1. Distribution |
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| 1.1 As an exception to the Agreement, You are allowed to distribute the eMDT Software, only for a legitimate purpose, and under the conditions as set forth herein. |
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| 1.2 You acknowledge and agree that You are not permitted to distribute the eMDT Software for any commercial gain, including but not limited to any selling of related services or attempt to charge for the eMDT Software. |
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| 1.3 You will not distribute other products or services together with eMDT Software, unless You are a publisher of computer magazines for end users and distribute the eMDT Software with Your magazine(s) for free. |
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| 1.4 You will not distribute eMDT Software through other media than CD-ROM or DVD, unless approved by Ardeo in an explicit written communication to You. |
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| 1.5 You will acknowledge that the provisions of the Agreement must be agreed to by all end users who install the eMDT Software that You distribute. |
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| 1.6 You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the eMDT Software or any part thereof. Further, You will not make any indications about Ardeo’s intellectual property rights illegible. |
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| 1.7 You will not harm, misuse or bring into disrepute Ardeo, the eMDT Software and the services of Ardeo, on the contrary, You will maintain the value and reputation thereof to the best of Your abilities. |
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| 1.8 You will constantly monitor the Ardeo Website in order to ensure that You are distributing the latest stable version of the eMDT Software as well as that You are aware of any changes in the applicable legal documents. In the event that You cannot agree on any changes in any applicable legal document You will immediate cease any and all distribution of the eMDT Software and, where applicable, any and all use of the eMDT Software. |
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| 1.9 You will at any and all times clearly indicate that the eMDT Software originates from Ardeo by marking the words “Includes Ardeo Software” on the packaging material and/or on the distributed physical medium, and will at any time comply with all further instructions provided by Ardeo for the distribution of the eMDT Software. |
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| 1.10 You acknowledge that these Distribution Terms do not grant You any right to use Ardeo Promotional Material, including any use thereof in connection with the distribution hereunder. For the right to use Ardeo Material, You will have to agree to and meet with the Promotional Materials Terms as published on Ardeo's Website or provided directly to You by Ardeo. |
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| 2. General Provisions |
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| 2.1 You represent and warrant that You are authorized to agree to and meet with the terms and conditions of these Distribution Terms. You acknowledge and agree that the Agreement will apply to these Distribution Terms, except for the exceptions that are explicitly meant to make in these Distribution Terms. |
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| 2.2 You acknowledge and agree that Your distribution of the eMDT Software will be at Your own risk and account. You agree to indemnify, defend and hold Ardeo, its Affiliates and the Ardeo Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of (a) Your distribution of the eMDT Software, or (b) any breach of violation of the terms and conditions of the Distribution Terms and the Agreement. |
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| 2.3 Ardeo reserves the right to modify these Distribution Terms at any time. Your continued distribution of the eMDT Software shall constitute Your acceptance to be bound by the terms and conditions of the revised Distribution Terms. Ardeo will not be liable in relation to any damage caused by the modification of these Distribution Terms and/or the termination thereof. |
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| YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY DOWNLOADING AND/OR DISTRIBUTING THE EMDT SOFTWARE YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO ARDEO THE RIGHTS SET FORTH HEREIN. |
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