IMCISOR SUBSCRIPTION SERVICES AGREEMENT Imcisor Inc. (“Imcisor”/ “we”/ “us”/“our”) provides software-as-a-service for dental intelligence management through our app which can be accessed by web-browser at the URL: . Through Imcisor’s website, www.imcisor.comhttp://app.imcisor.com (the “Website”), Imcisor makes available functionality that enables dental practices to enter treatment plans, to retrieve data by procedure or aggregated, to compare with historical data, to observe trends, to follow-up on pending and accepted treatment plans, and to gather automatically or on demand specific reports (the “Services”). The Services are provided through Imcisor’s software platform. For greater certainty a “User” or “you” is any administrator (both clinician and non-clinician) as well as any other users who are added as ‘specialists’ in a clinic’s profile for access and use of the Services on behalf of the clinic. THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS THAT ARE APPLICABLE TO THE SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A PURCHASE ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF A CLINIC OR OTHER ENTITY CONTRACTING TO USE THE SERVICES, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES. 1. USE OF IMCISOR SERVICES a. Access to the Services. If you subscribe to use the Services, you will have access to the Imcisor platform and the Services. You may not use the Services if you are a competitor of Imcisor. You must not disclose any confidential information about Imcisor or its technology including any nonpublic information such as benchmarking and performance data relating to the Services and the Imcisor software platform. You are not allowed to make copies of the reporting or data entry system for any purpose including but not limited to making it available to third parties such as software management companies. b. License. Imcisor hereby grants to you a limited, non-exclusive, non-transferable license to use our Services during the term of your subscription within your business and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Imcisor further grants you a non-exclusive, non-transferable license to use the Imcisor web applications and mobile applications in order to receive and make use of the Services. For greater certainty, any software provided is licensed; not sold. c. Retained Rights. Our Services are protected by applicable intellectual property laws, including Canadian and US copyright law and international treaties. Except as expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; or (ii) rent, lease or sublicense access to the Services. d. Content. You are solely responsible for any content which you create and any data which you upload or process through the use of the Services. In particular you are responsible for ensuring appropriate consents are obtained from any patients or other individuals whose personal information you collect through the Services. 1 IMCISOR SUBSCRIPTION SERVICES AGREEMENT 2. PROPRIETARY RIGHTS. a. Imcisor Materials. Imcisor will retain ownership of all of its proprietary technology used to provide the Services including all software and data entry forms. All of the back-end hardware and servers used to provide the Services is either owned or licensed by Imcisor from third party providers. b. Customer Data. As between you and Imcisor, you will own and retain all right, title and interest in and to data entered by referring dentist and pertaining to any specific specialist (including any Personal Information contained in the same) (collectively, “Customer Data”). c. License to Customer Data. You hereby grant Imcisor and its affiliates a non-exclusive, royalty-free, worldwide sub-licenseable right and license to access and use the Customer Data in order to perform the Services as contemplated by this Agreement. d. Aggregate Data. You agree that Imcisor may collate, modify and create aggregate, non-personally identifiable information from the Customer Data and from use of the Services and may freely use such information for any purposes. Imcisor may reuse all general knowledge, know-how, work and technologies acquired during provision of the Services. e. Suggestions. Imcisor shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you or your users relating to the operation of the Services. f. General Learning. Imcisor compiles and analyzes usage and performance of the Services (“Compiled Data”) and uses Compiled Data to build features and improve the functionality and feature set of the Services. Imcisor shall have exclusive ownership of any Compiled Data and the exclusive right to use the same for any purpose, provided that Imcisor shall not distribute any Compiled Data in a manner which identifies your business or your users. 3. CONFIDENTIALITY Any information not generally known to the public that is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement and that has been identified as proprietary and/or confidential shall be kept in strict confidence by the Receiving Party and may only be used or disclosed with permission of the Disclosing Party. This Section will not apply to any information which is in the public domain (otherwise than through breach of this Agreement); is known by the Receiving Party prior to its disclosure by the Disclosing Party or is independently developed by the Receiving Party without breach of the obligations contained in this Agreement; or has been received by the Receiving Party from a third party who is not subject to obligations similar to the obligations contained in this Agreement. 4. TECHNICAL SUPPORT, CONSULTATION AND CHANGES TO SERVICES a. Technical Support. Imcisor will provide technical support to you during the term of your subscription if you call the support desk or email Imcisor. Training materials, which explain the features and capabilities of the Services, may be available on the Website. b. Consultation Services. From time to time you may receive or request recommendations, reports and insights from Imcisor as part of the Services. Any recommendations, insights or other content from consultation services are intended to provide general guidance for the internal use of the recipient 2 IMCISOR SUBSCRIPTION SERVICES AGREEMENT organization, who accepts full responsibility for its use. The information is provided with the understanding that Imcisor is not recommending any specific actions. Imcisor endeavors to provide accurate and reliable insights and any recommendations, whether contained in reports or otherwise, have been provided in good faith based on third party data available at the time generated. Accordingly, Imcisor does not guarantee or warrant the accuracy, reliability, completeness or currency of the information or its usefulness in achieving any purpose. Accordingly all recommendations and information provided to you are provided “as is”, without warranty of any kind, express or implied, including, but not limited to any warranties of performance, merchantability, merchantable quality or fitness for a particular purpose. In no event will Imcisor, or its partners, suppliers, employees or agents, be liable to the recipient organization or anyone else for any loss, damage, cost or expense of any kind, including any consequential, special or similar damages, arising in connection with results obtained from the use of this information, any decision made or action taken in reliance on any information or recommendations provided as part of our consultancy services. c. Changes to Services. The Services are continually being developed, modified and/or enhanced. You will be provided access to any new features we generally make available to the Services during the term of your subscription. However, you acknowledge and agree that the Services are provided ‘as is’ and you are not subscribing to use the Services based on any expectation of future features or functionality. 5. PAYMENT TERMS 5.1 Fees. In order to sign up to use the Services, you must pay a subscription fee which will be trimestrial or annual or in such other periods of time as indicated on the Website from time to time. Subscription fees are payable in advance will vary depending on the number of Users, how many sets of individual reports are generated, how many referring dentists are inputted and other similar parameters. Custom reports and other tasks will be billed separately. For a list of our subscription and consultation fees, speak to an Imcisor sales agent who will provide a customized quote for you. All fees are non-cancellable and non-refundable. 5.2 Suspension of Service. If any amounts owed by you under this Agreement are more than fifteen (15) days overdue, in addition to any of Imcisor’s other rights and remedies under this Agreement, Imcisor shall have the right to suspend the Services until such amounts are paid in full. 5.3 Taxes. All charges and fees provided for in this Agreement are exclusive of and do not include any foreign or domestic governmental taxes or charges of any kind imposed by any federal, state, provincial or local government on the transactions contemplated by this Agreement, including without limitation excise, sales, use, property, license, value-added taxes, goods and services, harmonized, franchise, withholding or similar taxes, customs or other import duties or other taxes, tariffs or duties other than taxes that are imposed based on the net income of the receiving party. Any such taxes that are otherwise imposed on payments to the receiving party shall be the sole responsibility of the paying party. 6. TERM AND TERMINATION a. Term. Your subscription will begin on signature of a purchase order or click accepting these terms. This Agreement will remain in full force and effect for the duration of the term of your subscription, unless terminated sooner in accordance with Section 6(b). 3 IMCISOR SUBSCRIPTION SERVICES AGREEMENT b. Termination. Either party may terminate this Agreement with written notice if the other party (i) fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach; (ii) ceases to carry on business as a going concern; or (iii) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party. c. Survival. The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality requirements, ownership and proprietary rights) shall survive any such expiration, termination or cancellation. 7. WARRANTIES; INDEMNITY a. Data Warranties. You represent and warrant that you have all rights necessary to provide Imcisor with access to data (including Customer Data) for use in accordance with the terms of this Agreement and use by Imcisor of Customer Data and any other data or materials provided by you for use in accordance with the terms of this Agreement will not violate the rights of any third party. b. Indemnity. You agree to indemnify Imcisor and its officers, directors, agents, and employees harmless from and against any and all loss, damage, claims, demands, actions and costs (including legal/attorney fees), charges, expenses and liabilities of whatsoever nature incurred directly or indirectly out of or in connection with breach or alleged breach of the warranties in Section 7b. 8. DISCLAIMER OF WARRANTIES THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IMCISOR OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, IMCISOR, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED. 9. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IMCISOR, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICES. IMCISOR’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY YOU TO US PURSUANT TO THIS 4 IMCISOR SUBSCRIPTION SERVICES AGREEMENT AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 10. GENERAL You may not assign or transfer any interest under this Agreement without the written consent of Imcisor. This Agreement is governed by the laws of the Province of Ontario, Canada and constitutes the entire agreement between the parties with respect to the subject matter herein. If any part of this Agreement is held to be invalid or otherwise unenforceable, the provision shall no longer form part of this Agreement. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege. It is not intended that any agency or partnership relationship be created by this Agreement. 11. CONTACT. If you are interested in more information about our services you should reach out to us at [email protected]. LAST UPDATED: January 30, 2015 5
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