EULA

 

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or any entity) and MD.simulation.LTD for the DENTALMASTER software that accompanies this EULA

TERMS AND CONDITIONS FOR THE DENTALMASTER SOFTWARE (“Software”)

From MDsimulation LTD

IMPORTANT - READ CAREFULY THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS”) BEFORE INSTALLING THE SOFTWARE. BY CLICKING THE "I AGREE" BUTTON ", YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, CLICK THE "CANCEL" AND THE INSTALLATION PROCESS WILL NOT BEGIN, OR DO NOT USE OR INSTALL THE SOFTWARE. DO NOT SELECT "I AGREE" OR INSTALL OR USE THE SOFTWARE UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THESE TERMS. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. YOU AGREE THAT YOU ARE THE AGE OF MAJORITY IN YOUR JURISDICTION. IF YOU ARE NOT, YOU AGREE THAT YOUR PARENT OR GUARDIAN HAS CLICKED THE “I AGREE” BUTTON.

THESE TERMS CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU, OR THE COMPANY ON WHOSE BEHALF YOUR ARE INSTALLING THE SOFTWARE, ("YOU") AND MD SIMULATION LTD. ("MD SIMULATION”), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THESE TERMS.

YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE.

If your version use also one or more online service of the dentalmaster web service read also the EULA_OF agreement https://dentalmaster.be/license/EULA.html and https://dentalmaster.be/license/privacy.html

 

THIS IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN LICENSEE (“LICENSEE”, or “YOU”) AND LICENSOR FOR USE OF THE APPLICATION IDENTIFIED ABOVE. BY DOWNLOADING, INSTALLING OR USING THE APPLICATION IDENTIFIED ABOVE, YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATION IDENTIFIED ABOVE.

 

 

 

TERMS OF USE AGREEMENT

1.       License Grant: Subject to payment of the applicable license fees, Licensor hereby grants to Licensee a nontransferable, nonexclusive, nonassignable, nonsublicensable, limited license to use, in object code form only, the Application identified above software program including any software updates provided by Licensor (the “Software”) and accompanying written materials describing the use and operation of the Software (the “Documentation”), in accordance with the terms and conditions of this Agreement, excluding any licenses purchased on an annual, subscription, or lease basis. In the event the Software is purchased on an annual, subscription or lease basis, the license grant shall extend only through the term for which the applicable fees have been paid.

 

(a)    The license will be released in accordance with the agreement with your distributor or supplier and only after installation and registration of the software and authorization from your distributor or supplier

 

 

2.       Use Restrictions: All rights not expressly granted herein are retained by Licensor and its licensors. Except as stated above, this Agreement does not grant any intellectual property rights in the Software. You agree to only use the Software and Documentation in accordance with this Agreement and that you will not (and will not permit any third party to):

 

(a)               modify, copy (except as permitted by this Agreement), translate, adapt, create derivative works from, disassemble or decompile the Software, or any portion thereof, or create or attempt to create, deconstruct or discover, by reverse engineering or otherwise, the source code from any object code supplied hereunder;

 

(b)               alter, modify or remove any product identification, copyright, trademark or other notice from the Software or the Documentation;

 

(c)                rent, lease, loan, sell, sublicense, transfer, assign, publish, display, distribute, disclose or use the Software or Documentation, or any portion thereof, in a service bureau, time- sharing or outsourcing service;


(d)               export, import or re-export the Software or Documentation (or any part thereof) in violation of any applicable law, rule or regulation of any jurisdiction;

 

(e)                use the Software or Documentation to, or in any other manner, violate or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;

 

(f)                 use the Software or Documentation for any purpose or in any manner that is illegal, fraudulent, misleading, or offensive; or

 

(g)               permit use of any portion of the Software or Documentation by any party that is not bound by this Agreement.

 

Your use of the Software shall at all times comply with all applicable laws, rules and regulations, as well as any other policy, terms of service, or agreement that you have agreed to with Licensor or any third-party provider of software with which the Software operates.

 

 

 

 

3.       Consent to Use of Data:

 

(a)               You agree that Licensor or third parties designated by Licensor may access, collect and use technical data and related information (including personal information), including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of Software updates, product support and other services to you (if any) related to the Software.

 

(b)               All data and information collected, used and/or disclosed by Licensor and its affiliates or designees in connection with your use of the Software, which shall include, without limitation, all technical information about your device, system, application software, peripherals and the use thereof, shall be governed by and subject to the terms and conditions set forth in the Privacy Statement https://dentalmaster.be/license/privacy.html, the terms of which are hereby incorporated by reference.

 

 

 

 

 

 

 

 

 

3.   OWNERSHIP; COPYRIGHT PROTECTION. You acknowledge and agree that the Software is proprietary to Licensor or its licensors or MD Simulation LTD, and is protected under copyright laws and international treaty provisions.

 The Software is licensed, not sold. As between the parties, all title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Software, including all documentation, shall remain in MD Simulation, its affiliates, or their respective suppliers and licensors. Your possession, installation, or use of the Software does not transfer to You any title to the intellectual property in the Software, and You will not acquire any rights to the Software except as expressly set forth in these Terms. These Terms do not give You any rights not expressly granted herein. You may not copy the Software manual(s), on-line documentation, or any written materials accompanying the Software.

If You contact MD.Simulation with feedback data (e.g., questions, comments, suggestions or the like) regarding the Software (collectively, "Information"), such Information shall be deemed to be non-confidential, and MD Simulation shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate into the Software or future update any such Information.

4.   Copy Restrictions: The Software and the Documentation are protected, among other ways, by federal copyright law and international treaties. You may make one (1) back up or archival copy of the Software for use on the computer for which Licensor has issued you a valid license. You may make copies of the Documentation for your use only. Any and all copies you make of the Software or Documentation must include Licensor’s copyright, trademark and other proprietary rights notices. You may not make any other copies or modify all or any portion of the Software or Documentation. You shall prevent any unauthorized copying of the Software and Documentation by your personnel and any third parties.

5.    Competing Products: You shall not use the Software to create software or products that compete with the Software.

 

6.    Intellectual Property: The Software is a valuable asset of Licensor, the value of which would be impaired or destroyed and would cause irreparable and continuing damage to Licensor by any act of infringement by you for which there may be no adequate remedy at law. In any such act of infringement on your part, Licensor will be entitled, in addition to any other legal remedies and without limiting or compromising its rights or remedies available to it at law, to obtain immediate injunctive relief and/or a decree for specific performance, as well as any other relief as may be proper. You agree to waive any requirement that Licensor post a bond as a condition for obtaining such relief.

 

7.    Termination: This Agreement is effective until terminated. Licensor may terminate this Agreement immediately if you breach any of your obligations under this Agreement, including, without limitation, the terms of Section 1, 2 or 10. You may terminate this Agreement at any time for any reason or no reason. Upon termination of this Agreement for any reason, you acknowledge and agree that (a) Licensor shall have no obligation to you under this Agreement,

(b) you shall cease use of, and remove, all copies of the Software or any part of the Software from any  and  all  computer  storage  devices,  and  (c)  you  shall  destroy  the  Software  and  all

The provisions in the paragraphs labeled LICENSE RESTRICTIONS, OWNERSHIP; COPYRIGHT PROTECTION, TERM AND TERMINATION, INDEMNITY, ALPHA VERSION, LIMITATION OF LIABILITY AND WARRANTY, PRIVACY and MISCELLANEOUS will survive any termination of these Terms.

 

Documentation.  At Licensor’s request, you or your authorized signatory shall certify in writing

to Licensor that all complete and partial copies of the Software and Documentation have been destroyed and that none remain in your possession or under your control. The provisions of this Agreement except for Sections 1 and 4 shall survive termination.

 

 

 

8.    Confidentiality:

 

(a)    All information furnished to you by Licensor and its designated representatives, whether orally or by means of written material, including without limitation specifications, pricing or any other forms of business information (the “Confidential Information”): (1) shall be deemed proprietary and shall be held by you in strict confidence; and (2) shall not be disclosed or revealed or shared with any other person except those individuals or entities specifically authorized by Licensor in advance in writing. All written material provided to you by Licensor shall be, and at all times shall remain, the exclusive property of Licensor. All such material and any copies thereof shall be promptly returned upon request of any designated representative of Licensor, and in any event, shall be destroyed by you immediately upon termination of this Agreement.

 

(b)    If you should receive any legal request or process in any form seeking disclosure of, or if you should be advised by counsel of any obligation to disclose, Confidential Information, you shall provide Licensor with prompt prior notice of such request or advice so that Licensor may seek a protective order or pursue other appropriate remedies to protect the conis not obtained, you agree to furnish only that portion of the Confidential Information which is legally required to be furnished and, in connection with Licensor, to use all reasonable efforts to assure that the information is maintained in confidence by the party to whom it is furnished.

 

9.    In the event of breach of any of the provisions of this Section 10 by you, Licensor shall be entitled to equitable relief, including in the form of injunctions and orders for specific performance, in addition to all other remedies available at law or equity

10.                        UPDATES. These Terms apply to downloading, installing and using the Software. MD Simulation may from time to time revise or update its Software. Such updates and revisions will be supplied according to MD Simulation's then prevailing policies, which may include automatic updating without any additional notice to You. The license for the Software contains the updates for the calendar year during which the Software was purchased. However, further updates and/or support of the Software may require separate or additional considerations on behalf of You. Notwithstanding anything to the contrary, You are entitled for a maximum of 1 new license key as may be required in the events of crash, disaster or virus from whatsoever reason. , you can move the existing license key from an old computer to a new computer by deactivated the license first and install the same CD version in the new computer in case if you need a new CD you will be charge for the update version .

11.                        Uptime online dentalmaster server or web service.We will always make all effort to make your content available online but We do not guaranty Uptime server to delivery your content “The Licensor” reserves the right to audit servers as needed and to perform administrative actions at the request of our datacenter or to stop all or part of the service at any time, at his own discretion.

12.                        INDEMNITY. You agree that MD Simulation shall have no liability whatsoever for any use made of the Software by You or any third party. You hereby agree to defend, indemnify and hold harmless MD Simulation and its affiliates and their respective officers, directors, agents and employees from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your use of the Software as well as from Your failure to comply with these Terms.

13.                        Free or Beta version. PLEASE NOTE THAT for our free or beta VERSION OF THE SOFTWARE NOT ALL FEATURES MAY BE FULLY IMPLEMENTED OR REFINED. AS WITH ANY Free or beta VERSION, THERE MAY BE UNRESOLVED ISSUES DESPITE OUR SCANNING. DO NOT USE THIS Free or beta VERSION OF THE SOFTWARE UNLESS YOU ARE COMFORTABLE USING Free or Beta SOFTWARE.

We do not supply any update, support or upgrade and warranty to or Free or Beta version

 

14.                     Exclusive Remedy: Your exclusive remedy, and Licensor’s exclusive obligation and liability with respect to Software that does not conform to the express warranties set forth in Section 11 shall be to replace, or at Licensor’s sole discretion, to use commercially reasonable efforts to correct or to provide a workaround for a material nonconformance in the Software, if Licensor is notified of such material nonconformity during the warranty period set forth in Section 11. You understand that Licensor does not guarantee that any error or other nonconformance can or will be corrected. You agree to cooperate with Licensor and provide Licensor with all available information in written or electronic form so as to enable Licensor to reproduce and attempt to correct such nonconformance of the Software. In the event Licensor is unable to correct a material nonconformance in the Software and if in Licensor’s opinion such correction is not reasonably feasible, Licensor may agree to refund any prepaid license fees to you upon return of the all Software and Documentation to Licensor or upon your written certification that the Software and Documentation have been destroyed.

 

15.                        LIMITATION OF LIABILITY AND WARRANTY. MD SIMULATION, IT'S AFFILIATES, SUBSIDIARIES AND ITS THIRD PARTY LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE. MD SIMULATION DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE, THAT THE SOFTWARE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS or that MD SIMULATION will correct any errors in the Software. MD SIMULATION DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF THE SOFTWARE. MD SIMULATION DISCLAIMS ANY RESPONSIBILITY FOR INFORMATION DEEMED INACCURATE OR INCOMPLETE. MD SIMULATION DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR USING THE SOFTWARE. TO THE FULLEST EXTENT PROVIDED BY LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE OR IMPLEMENTATION OF THE RECOMMENDATIONS PROVIDED BY THE SOFTWARE IS ASSUMED BY YOU. MD SIMULATION, ITS AFFILIATES, SUBSIDIARIES AND ITS THIRD-PARTY LICENSORS, IF ANY, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE. IN NO EVENT SHALL MD SIMULATION, ITS AFFILIATES, SUBSIDIARIES OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, non-infringement of intellectual property rights OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF MD SIMULATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN ADDITION, the use of the information or the content and / or graphics and / or animation and / or models or the results use in the software for displaying the therapeutic options of the patient are for demonstration only and you alone are solely responsible for determining whether or not to implement the demonstration specified in any medical or dental or any other usage. And if shall it have any demand or claim of any kind the company MD Simulation ltd/or its representative will not be held responsible.Provisions of these stated terms and conditions stated in the masculine and relates purely for convenience both men and women.

THE liability OF MD SIMULATION, ITS AFFILIATES, SUBSIDIARIES AND ITS THIRD-PARTY LICENSORS, IF ANY, for damages under these terms shall in no event exceed the amount paid by YOU to MD SIMULATION for the Software, IF ANY, IN THE 14 DAYS IMMEDIATELY PRECEDING THE INSTALLATION OF THE SOFTWARE AND THE EVENT GIVING RISE TO THE CLAIM, FOR USING THE SOFTWARE.YOU agree to the allocation OF LIABILITY RISK which is set forth in this Section.

15.b The treatment possibilities explained with DentalMaster software are indicative only. The choice of the final treatment is the full responsibility of the practitioner in agreement with his patient.

 

 

16.   EXPORT CONTROLS. You acknowledge that the Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the Software as well as end-user, end-use and destination restrictions issued by national governments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17.    Infringement Indemnity:

 

(a)               Should the Software become, or in Licensor’s opinion be likely to become, the subject of an infringement claim, at Licensor’s option and expense, you shall permit Licensor to: (i) procure for you the right to continue using the Software, or (ii) replace or modify the Software so that it becomes non-infringing, or (iii) terminate the right to use the Software, upon which termination you agree to promptly destroy all copies of the Software and certify the same to Licensor, prove of deactivation whereupon Licensor will refund your license fee for the Software as depreciated on a straight-line one year basis.

 

(b)               Licensor shall have no liability for any claim of patent, copyright, trademark or trade secret infringement that is based on: (i) the use of other than the latest version of the Software, if such infringement could have been avoided by the use of the latest version,

(ii) the use or combination of the Software with software, hardware or other materials not explicitly permitted by Licensor, provided such infringement would not have arisen but

for such use or combination, (iii) the use of the Software in a manner other than that for which it was designed or contemplated as evidenced by Licensor’s Documentation, (iv) any unauthorized  modification  by  you  or  a  third  party  of  the  Software,  or  (v)  anycompliance with designs, plans or specifications furnished by you or on your behalf.

 

c)                   INDEMNITY. You agree that Licensor or its licensors or MD Simulation LTD shall have no liability whatsoever for any use made of the Software by You or any third party. You hereby agree to defend, indemnify and hold harmless Licensor or its licensors or MD Simulation LTD and its affiliates and their respective officers, directors, agents and employees from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to Your use of the Software as well as from Your failure to comply with these Terms.

d)                  Free or Beta version. PLEASE NOTE THAT for our free or beta VERSION OF THE SOFTWARE NOT ALL FEATURES MAY BE FULLY IMPLEMENTED OR REFINED. AS WITH ANY Free or beta   VERSION, THERE MAY BE UNRESOLVED ISSUES DESPITE OUR SCANNING. DO NOT USE THIS Free or beta   VERSION OF THE SOFTWARE UNLESS YOU ARE COMFORTABLE USING Free or Beta SOFTWARE.

We do not supply any update, support or upgrade and warranty to or Free or Beta version

THIS SECTION  STATES THE ENTIRE LIABILITY OF LICENSOR, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AND LICENSOR SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVED INFRINGEMENT

18.        MISCELLANEOUS. These Terms represent the complete agreement concerning the Software between You and MD Simulation and supersedes all prior agreements and representations between You and MD Simulation. MD Simulation reserves the right to modify these Terms at any time by providing such revised terms to You or by publishing the revised terms on the MD Simulation’s website. The revised Terms shall become effective within ten (10) days of such publishing or provision to You, whichever is the first to occur unless You expressly accept the revised Terms earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the Software after expiry of the notice period of ten (10) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Terms. If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Any waiver of any provision of these Terms will be effective only if in writing and signed by MD Simulation. These Terms are personal to You and may not be assigned or transferred for any reason whatsoever without the consent of MD Simulation and any action or conduct in violation of the foregoing shall be void and without effect. MD Simulation expressly reserves the right to assign these Terms and to delegate any of its obligations hereunder.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.        This Agreement shall be governed by and construed under the laws of the State of New York without regard to conflicts of law’s provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby irrevocably and exclusively agree to submit to the jurisdiction of the Country,  state and or federal courts selected by MD.simulation.LTD for the purpose of any suit, action or proceeding arising out of this Agreement and hereby irrevocably waive the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding.

You hereby agree to service of process in accordance with the rules of such courts. In any action or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover costs and attorneys' fees.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE AGREE BUTTON AND/OR CONTINUING TO INSTALL OR USE THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY THESE TERMS. 

Last revised: May 10, 2018