This End-User License Agreement is a legally binding agreement between DentalImplan, Inc. , a Florida corporation ( DentalImplan ), and each Licensee, and each User of the Software. The Licensee, by selecting the “I ACCEPT” button, and each Licensee, and each User, by downloading, installing, copying and/or using the Software, is bound by the provisions of this EULA.
For purposes of this EULA—
Activation Key means an alpha-numerical code issued by DentalImplan that is required for activation of the Software on a Device.
Content means text, graphics, sound, music, video segments, photographs, images, clip art, and shapes, that are a component of the Software or generated by the use of the Software.
Device means a compatible personal computer or other electronic device that accepts information in digital form and manipulates it for a result based on a sequence of instructions.
Documentation means the documentation that accompanies the Software.
EULA means this End-User License Agreement.
License means the rights granted to the Licensee, and each User, pursuant to section 3 , subject, however, in the case of a Licensee or User of Trial Version, to the limitations and restrictions set forth in section 5 . The License is subject to all provisions of this EULA.
Licensee means a Standard Licensee, Single User Licensee or other natural person, business organization or other entity that is granted any right to use the Software pursuant to this EULA, including the individual or other person who downloads a Trial Version.
Limited Warranty means DentalImplan's limited warranty as set forth in section 11 .
Single User License means a valid License for one (1) Device, which includes one (1) Activation Key.
Single User Licensee means the registered licensee of a valid Single User License covered by this EULA, as registered with DentalImplan. The Single User Licensee may be a natural person, business organization or other entity, as specified by the Single User Licensee upon registration of the Software with DentalImplan.
Standard Licensee means the registered licensee of a valid Standard License covered by this EULA, as registered with DentalImplan. The Standard Licensee may be a natural person, business organization or other entity, as specified by the Standard Licensee upon registration of the Software with DentalImplan.
Standard License means a valid License for three (3) Devices, which includes three (3) Activation Keys.
Software means the DentalImplan software program/application. This EULA covers the specified version of the Software for which the Licensee is licensed. The Software also includes each Update, if any, to the Software that is licensed to the Licensee by DentalImplan. By installing, permitting to be installed, assessing, copying or using any Update, the Licensee, and each User agrees to be bound by any additional or different license terms and conditions that may accompany that Update. Only the holder of a valid Standard or Single User License may install and use any Update. After installing an Update, the User may not use the Software (in relation to which the Update was installed) independently of the Update. Each activation of the Software and any Update is licensed as a single component and may not be separated for use on more than one (1) Device.
Trial Version means a version of the Software downloaded from DentalImplan's website and made available by DentalImplan without charge. The Trial Version may contain limited functionality, and may cease operation after a designated period of time or number of executions after installation.
Update means any update, supplement, new version or release of the Software that DentalImplan may provide or make available to a Standard or Single User Licensee after that Licensee's acquisition of the Standard or Single User License, as the case may be, from DentalImplan.
User means a person who installs, accesses, copies or uses the Software under a valid License covered by this EULA.
The Software is designed for use by dentists, and dental professionals working under the supervision of a dentist. The Software, and the results from using the Software, is provided for informational purposes only. That information is not intended to constitute professional dental or medical advice. The information is not suitable for and must not be relied upon by the User or any other person for purposes of dental care, or diagnosis or treatment of any dental or other health care condition or disease, and does not constitute a recommendation for a specific treatment plan or course of action. The responsibility for treatment recommendations rests solely with the dental professional using the Software.
Subject to the provisions of this EULA, DentalImplan grants to each Licensee the limited, personal, nonexclusive, nontransferable, nonassignable, right to install and use, for the Licensee's internal business purposes, one (1) copy of the Software on the number of Devices covered by the License. The Software installed on a Device may be used only by a single (1) User, may not be accessed or shared over a network, and may not be used concurrently on different Devices. The Documentation that accompanies the Software, may be used for the Licensee's internal business purposes in connection with the Licensee's installation, and use of the Software. All rights of a User are derived from the Licensee, and all access and use of the Software by a User, is subject to all the terms, conditions, and other provisions of this EULA. Each User acts on behalf of the Licensee, and the Licensee is responsible for all wrongful acts, and omissions by a User in relation to the Software, and this EULA, including, but not being limited to, any breach or default of the provisions of this EULA. Neither the Licensee nor any User acquires any rights except for those expressly granted by this EULA. All rights not specifically granted by this EULA are reserved by DentalImplan. Any access or use of the Software or documentation by the Licensee or any User that is not expressly granted by this EULA is precluded.
Except for the Trial Version, a separate Activation Key is required for installation of the Software on each Device. Licensee, and each User, agrees that DentalImplan may use the Software, the Device, and/or the User's Internet connection, as required, to communicate over the Internet with authentication servers from time to time, without notice to Licensee or the User, to authenticate the validity of the User's Activation Key.
If the Software is a Trial Version, then notwithstanding anything contained in any other provision of this EULA to the contrary, the Trial Version may be used by the Licensee on only one (1) Device for internal demonstration and evaluation purposes only and not for commercial purposes, the Trial Version is licensed “AS IS” and “With All Faults,” the Limited Warranty does not apply to the Trial Version, and all use of the Trail Version is at the User's own risk. If the Trial Version contains a time out or deactivation feature, the License granted by this EULA in relation to the Trial Version terminates upon such deactivation, and the User assumes all risk of loss of or inability to access any files, records or other information resulting from such deactivation.
The Software is licensed and not sold. The Software embodies valuable trade secrets, and intellectual, and industrial property rights that are owned by DentalImplan, and is protected under United States copyright laws, and international treaties. This EULA does not authorize the Licensee or any User to use DentalImplan's trade names or trademarks. Neither the Licensee nor any User may sell, rent, lease, sublicense, assign, transfer or otherwise dispose of the Software, or any right, title or interest therein. Neither the Licensee nor any User may use the Software or any part thereof as a service bureau, time share arrangement, application service provider or other arrangement to process data or other information for others. Unauthorized copying, use or disclosure of the Software is an infringement of DentalImplan's copyright, trade secret and/or other intellectual or industrial property rights. DentalImplan retains all right, title and interest, including all copyright and other intellectual, and industrial property rights in and to the Software, and all copies thereof. DentalImplan further retains all copyright and other intellection and industrial property rights in and to all Content embodied in the Software, including all copies of such Content that may be produced or generated (the “Output”) using the Software, including, but not being limited to, print copies, and digital output. To the extent that the Output is produced or generated from the intended operation of the Software, the Licensee, and its Users, may distribute that Output for the Licensee's internal business purposes in providing professional dental services for patients of the Licensee's dental practice or for bona fide professional training purposes but neither the License nor any User is authorized to grant to any patient or any other person any rights to sell, license or distribute that Output. Licensee, and each User, will retain all copyright and other proprietary notices on any Output.
Except as otherwise permitted by applicable law, neither the Standard Licensee nor any User shall reverse engineer, decompile, or disassemble the Software or otherwise reduce the Software to a human-perceivable form. The Licensee, and each User, agrees not to modify, adapt or translate the Software. Neither the Licensee nor any User is authorized to copy the Software except as otherwise expressly authorized by this EULA, nor may the Licensee or any User alter, merge, modify, adapt, translate or create derivative works based upon the Software. All copies of the Software that are permitted to be made pursuant to this EULA are subject to this EULA and must contain the same copyright and other proprietary notices that appear on or in the Software.
Without prejudice to all other rights and remedies available to DentalImplan, DentalImplan may terminate this EULA, each License granted by this EULA, upon notice to the Licensee upon a breach or default by the License or any User of this EULA.
The Licensee, and each User, agrees to comply with all applicable international and national laws relating to the Software, including the regulations promulgated by the United States Bureau of Industry and Security of the United States Department of Commerce, as well as end-user, end-use, and destination restrictions imposed by the United States or any foreign or domestic governmental authority.
The Software and Documentation are commercial item(s) as defined in 48 CFR §2.101, and each License granted to the United States Government is subject to all the terms, conditions, and other provisions of this EULA.
DentalImplan warrants that the Software will perform substantially in accordance with the Documentation for a period of sixty (60) days from the date of activation of the Software (the “ Limited Warranty Period ”) when used on the recommended hardware configuration (the “ Limited Warranty ”). If an implied warranty or condition is created by state law which may not be disclaimed, then such implied warranty or condition shall apply only to defects discovered within that sixty (60)-day period. For defects discovered after the expiration of that sixty (60)-day period, there is no warranty or condition of any kind. Some states do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to the Licensee and/or User.
If the Software does not perform substantially in accordance with the Documentation for the Limited Warranty period, the entire liability of DentalImplan, and the Licensee's and each User's exclusive remedy, shall be limited to either, at DentalImplan's option, the replacement of the Software or the refund of the license fee, if any, paid by the Licensee during the twelve (12)-month period immediately preceding the making of the warranty claim against DentalImplan. To make a warranty claim, the Licensee or User, as the case may be, must notify DentalImplan in writing within the Limited Warranty period. The Limited Warranty is the sole and exclusive remedy for DentalImplan's breach of warranty or condition.
Except for the Limited Warranty, the Software is provided “AS IS” and “WITH ALL FAULTS,” and use of the Software is at the Licensee's and each User's own risk. To the maximum extent permitted by law, except for the Limited Warranty, DentalImplan disclaims all warranties and conditions, whether express, implied or statutory, relating to the Software, including, but not being limited to, all warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose, title, lack of viruses, non-infringement or arising out of any course of dealing or usage of trade or by course of performance. To the maximum extent permitted by law, DentalImplan makes no representation, warranty or guaranty relating to the suitability, reliability, availability, timeliness, quality, accuracy, or completeness of the Software, any data, information, record, or results obtained through or resulting from the use of the Software or the accuracy of the informational content, for any purpose. Without limiting the generality of the foregoing, to the maximum extent permitted by law, DentalImplan makes no representation, warranty or guaranty that the Software will meet the Licensee's or any User's requirements or expectations, that the Software will be error-free, that any defects or errors will be corrected, or that the records or other results obtained from the use of the Software will be accurate or reliable for any purpose or will integrate with any of the Licensee's systems.
Some States do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you .
To the maximum extent permitted by law, DentalImplan shall not be liable to the Licensee, any User or any other person for special, incidental, indirect, collateral, consequential, special, exemplary or punitive damages, whether in an action of contract, equity, strict liability, statutory, tort (including negligence) or other theory of liability (including breach of warranty), of Licensee, any User or any other Person arising out of, relating to or in any way connected with the use or performance of or inability to use the Software or any error, omission or inaccuracy contained in, any data, information, image, record or results obtained through or resulting from the use of the Software or from any loss or corruption of data, even if DentalImplan has been advised of the possibility of such damages including, but not being limited to, damages for loss of use, for delay, loss of business, loss of revenue, profits or savings, business interruption loss, loss or corruption of information or data, loss of privacy, and loss of goodwill, and liability to third parties, arising out of or in any way connected with or related to the use or performance of or inability to use the Software or arising out of or in any way connected with or relating to the use or inability to use any data, information, image, record or results obtained through or resulting from the use of the Software, any loss or corruption of data, or arising from any failure to meet any duty, including any duty of good faith or to exercise commercially reasonable care or arising out of any course of dealing or usage of trade or by course of performance. To the maximum extent permitted by law, DentalImplan's total liability and obligation arising out of or in any manner connected with or relating to the Licensee's and each User's use or inability to use the Software, or the results obtained from the use of the Software, shall not in any event exceed the maximum total amount of the license fees last paid to DentalImplan by the Licensee for acquisition of the License.
The limitations and exclusions set forth in sections 11 though 13 , inclusive, apply notwithstanding the failure of essential purpose of any remedy or any breach or default by DentalImplan, and shall survive the termination of the License, and this EULA.
This EULA constitutes the entire agreement between DentalImplan and the License, and each User, relating to the Software, and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software or any other subject matter covered by this EULA.
Each paragraph, section, provision, sentence, and part thereof of this EULA shall be severable from each other paragraph, section, provision, sentence, or part thereof, and the invalidity or unenforceability of any such paragraph, section, provision, sentence, or part thereof, shall not affect the validity or enforceability of the balance of this EULA. In the event that any provision of this EULA conflicts with the law under which this EULA is to be construed or if any such provision is held invalid by a court of competent jurisdiction, the parties intend that (i) such provision shall be deemed to be amended and restated to reflect as nearly as possible the original intentions of the parties in conformity with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this EULA shall remain in full legal force and effect in accordance with their provisions. If any provision of this EULA shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this EULA in that or any other jurisdiction.
Any notice required or permitted to be given pursuant to this EULA shall be sent by prepaid, certified or registered mail, return receipt requested. Notices to DentalImplan shall be sent to its principal business office located in the State of Florida. Notices to the Standard License, and any User shall be sent to the most current address of the Standard Licensee, as reflected on DentalImplan's records. Notices so sent shall be deemed to be delivered four (4) days after the date deposited in the US Mail or, if later, on the date of delivery as noted on the return receipt, or, if such certified or registered mail is declined or refused, the date of the attempted first delivery by the postal service. Either party may change the address for giving notices by delivering notice in the manner set forth in this section.
The validity, construction, enforcement and interpretation of this EULA shall be governed by the substantive laws of the State of Florida, without application of its conflicts of law principles, and the United States of America. Any action, suit, or proceeding arising out of this EULA shall be brought in the courts of the State of Florida, or in the United States courts located within the State of Florida, and each party submits to the jurisdiction of those courts for the purpose of any suit, action or proceeding arising out of this EULA, and irrevocably waives any objections which such party now or hereafter may have to the institution of any such suit, action, or proceeding in a state or federal court located within the State of Florida, and hereby further irrevocably waives any claim that such suit, action or proceeding in any such court has been brought in an inconvenient forum.
Each party, as a condition of its right to enforce or defend any right under or in connection with this EULA, waives any right to a trial by jury in any action to enforce or defend any right under this EULA and agrees that any action shall be tried before a court and not before a jury.
To the maximum extent permitted by law, the Licensee, and each User, agrees that it will not bring, request, join or participate in a class action as to any claim, demand, suit or cause of action it may have against DentalImplan, and the Licensee, and each User, waives and relinquishes any right which it may now or in the future have to bring, request, join or participate in any lawsuit or other proceeding on a class action or consolidated basis or to participate as a representative or member of any class of claimants pertaining to any claim, demand, suit or cause of action relating to this EULA or the Software. This provision does not constitute a waiver of any of the Licensee's or User's rights and remedies to pursue a claim individually, and not on a class action or consolidated basis or as a representative or member of any class of claimants, or on a consolidated basis solely with respect to claims brought by the Standard Licensee and any User covered by this EULA.