ACCUDENT® SOFTWARE LICENSE AGREEMENT

IMPORTANT - PLEASE READ CAREFULLY

This Software License Agreement ("Agreement") is a legally binding contract between the Licensor and the Licensee. It governs the use of the software, referred to as "AccuDent®" (hereinafter referred to as the "Software").

LICENSE TERMS

1. Grant of License The Licensor grants the Licensee a nonexclusive license to use the Software, subject to the terms and conditions of this Agreement, upon the Licensee's payment of the required license fees.
2. License Fees Licensee shall pay the License Fees, to the Licensor for the use of the Software. The License Fees are based on the practitioner license and are payable on a monthly or yearly basis.
3. Modifications and Reverse Engineering The Licensee agrees that only the Licensor has the right to alter, maintain, enhance, or modify the Software. The Licensee shall not disassemble, decompile, or reverse engineer the Software or assist any third party in doing so.
4. Term The initial term of this Agreement is twelve (12) months, commencing upon the Effective Date, with automatic yearly renewal. Termination requires a written notice submitted at least one month before the end of the yearly period
5. Reservation of Rights The Licensor reserves all rights not expressly granted in this Agreement, including the right to license the Software to third parties.
6. . Effect of Termination.
7. For a Practitioner Upon the Expiry Date of the Practitioner's License, the Licensor will send a reminder email. If payment is not received within 30 days, all patient data will be transferred to the Clinic Owner's account. It is recommended that the Practitioner make copies of important Reports before this date. Late patient payments made after deleting a Practitioner will be attributed to the Clinic Owner.
8. For a Clinic Upon the Expiry Date of the Clinic License, the Clinic will receive a reminder email. If payment is not received within 30 days, the Licensor will provide a download link for all clinic and patient data. Access to the Software will be permanently closed for the Clinic and its Practitioners.

INTELLECTUAL PROPERTY RIGHTS

1. Title The Licensee acknowledges that the Licensor owns all proprietary rights, including patent,copyright, trade secret, trademark, and other proprietary rights, in and to the Software, including any modifications.
2. Transfers Except in conjunction with the sale of all or substantially all of Licensee's business, the Licensee shall not sell, license, publish, display, distribute, or transfer the Software or any part thereof to a third party without the Licensor's prior written consent.
3. Confidentiality Both Parties agree to keep confidential any information exchanged and not disclose it without written permission from the owner of such information.

WARRANTY; DISCLAIMER OF WARRANTIES

1. Disclaimer Except as expressly set forth herein, the Software is provided "AS IS." The Licensor and its suppliers do not warrant performance or results, and there are no other warranties, either express or implied, including those of title, infringement, merchantability, or fitness for a particular purpose.
2. Warranty Limitation The Licensee is responsible for providing the appropriate operating environment for using the Software. Failure to do so releases the Licensor from warranty obligations.

LIMITATION OF LIABILITY

In no event shall the Licensor be liable for any indirect, special, incidental, consequential, or exemplary damages, including lost profits, lost opportunities, loss of service, or loss of data. The Licensor's total liability to the Licensee shall not exceed the amount paid in License Fees in a single year.

TRAINING AND MAINTENANCE

1. . Included Training The Licensor shall provide initial user training for the Software. It is the Licensee's responsibility to ensure proper training of personnel for ongoing Software operation.
2. Additional Training After the Initial Training, the Licensor shall provide additional training as determined by mutual agreement. The Licensee shall bear costs associated with additional training, including hourly charges and reasonable travel expenses.
3. . Included Maintenance The Licensor shall provide support for the Software during the Initial Term and as long as the Licensee continues to make monthly payments.
4. Excluded Maintenance Maintenance due to improper or unauthorized use of the Software by the Licensee is not covered under this Agreement. Such maintenance will be billed at the Licensor's standard rates.

GENERAL PROVISIONS

1. Modifications This Agreement may only be modified or waived in writing and signed by both Parties
2. Governing Law This Agreement is governed by the laws of [Jurisdiction], without regard to conflicts of law provisions.
3. Termination The Licensor may terminate this Agreement if the Licensee fails to comply with its terms and conditions, and in such cases, clinic owners will have access to frozen data.
4. Complete Agreement This Agreement is the complete and exclusive statement of the agreement between the Parties, superseding all prior agreements.
5. Waiver No waiver by either Party of any default shall constitute a waiver of any subsequent default
6. Read and Understand The Licensee acknowledges reading and understanding this Agreement, and agrees to be bound by its terms.
7. Mediation/Arbitration Both Parties agree to mediate or arbitrate any dispute regarding the interpretation or enforcement of this Agreement prior to litigation.
8. Binding Effect This Agreement extends to and binds the Parties and their successors and assigns.
9. No Money-Return Policy This Agreement enforces a no money-return policy for subscription-based software access.