End User License Agreement
IMPORTANT: READ CAREFULLY BEFORE INSTALLING OR USING THE INTRAORAL
DENTAL DIGITAL IMAGING SENSOR SOFTWARE
THIS END-USER LICENSE AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN
YOU ("YOU") AND ALLIAGE (“DEVELOPER”), WHICH SETS FORTH THE TERMS AND
CONDITIONS UNDER WHICH YOU ARE LICENSED TO USE THE SOFTWARE BEING
DISTRIBUTED WITH THIS EULA.
BY CLICKING ON THE "I ACCEPT" BUTTON, OR BY INSTALLING, COPYING OR KEEP ON
USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND
UNDERSTOOD THE TERMS OF THIS EULA AND AGREE TO BE LEGALLY BOUND BY THE
TERMS OF THIS EULA, INCLUDING THOSE INCORPORATED BY REFERENCE. IF YOU
SELECT "I DO NOT ACCEPT" THE INSTALLATION PROCESS WILL NOT PROCEED. IF
YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY OR USE THE
SOFTWARE. PROMPTLY RETURN THE PRODUCT WITH PROOF OF PURCHASE TO THE
PARTY FROM WHOM YOU ACQUIRED IT AND OBTAIN A REFUND OF THE AMOUNT YOU
PAID, IF ANY.
FURTHERMORE, BY ACCEPTING THE TERMS OF THIS EULA, YOU HEREBY WAIVE ANY
RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY
JURISDICTION THAT REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR
DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW.
IF YOU ARE NOT THE END USER AND ARE INSTALLING THIS SOFTWARE ON BEHALF OF
THE END USER, YOU WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACT
ON BEHALF OF THE END USER AND TO ACCEPT AND BIND THE END USER TO THE
TERMS OF THIS EULA.
1. Definitions
(a) “Developer” refers to ALLIAGE INDUS. MED. ODONT. LTDA, a limited liability company,
having its main place of business at Rodovia Abraão Assed, km 53, s/n, Ribeirão Preto, Sao
Paulo, Brazil.
(b) “Authorised Reseller" means a reseller or distributor who has been authorized by ALLIAGE
to resell the software and related services.
(c) "Authorized Users" means (i) You, if You are an individual (ii) your employees, if you are a
legal person, including employees of His unincorporated divisions, but excluding employees of
other corporations (including employees of any legal entity that is Its subsidiary or part of His
group of associated companies), and (iii) Their consultants, agents and contractors, who are
working in its facilities, provided they are not competitors and that Developer have agreed in
writing with the restrictions of use of the Software and the obligations of confidentiality that are
no less stringent than those set forth herein.
(d) You" and "Your" refers to the entity and/or individual person consenting to, and entering into,
this Agreement.
(e) "Documentation" means the explanatory printed or electronic materials provided by
Developer with the Software, including, but not limited to, license specifications, instructions for
use of the Software and technical specifications.
(f) "Software" refers to Software, in object code format, made available to You together with this
EULA, including the Main System and Agents, in addition to but not limited to (1) third party`s
software incorporated therein; (2) related explanatory written materials ("Documentation"); and
(3), any patches, updates, modified versions, additions, service packs and upgrades, if any,
which may be provided by the Developer from time to time ("Updates & Upgrades").
(e) "License Types" refers to the definition of different types of the relevant Software licenses as
including restrictions on the number of Authorized Users specified in the said Clause set forth in
Section 4 of this Agreement.
2. Copyright
The Software, in whole or in part, as well as any extracts or output that you make using the
Software (collectively "the Protected Material"), are owned by Developer and/or its suppliers and
are protected by copyright laws and international treaty provisions. All rights in the Software
including copyrights, licensing rights, patents, trademarks, trade secrets, design rights,
engineering rights, moral rights, and any other intellectual property rights belong to developer.
These rights are not transferred as part of this agreement. You shall not physically receive,
under any circumstances, any source code in connection to any software included in the
Protected Material. You may not copy the Protected Material.
You agree not to modify, adapt, translate or make derivative works based upon the Protected
Material. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt
to discover the source code of the Software. Except as stated above, this Agreement does not
grant you any intellectual property rights in the Protected Material. This Agreement provides the
terms and conditions under which you are permitted to use the Protected Material subject to the
license given to you herein only. It is not an agreement for the sale of the Protected Material to
you, and no title to the Protected Material passes to you. All other trademarks, service marks,
product names, and company names or logos, if any, cited herein, directly or by reference, are
the properties of their respective owners. Use of any of these marks without the prior written
permission of the mark's owners is strictly prohibited.
3. License Grant
Developer grants to You a nonexclusive, nontransferable license to allow the number of
Authorized Users for whom you have purchased valid licenses of the Software under this
Agreement to use the Software on the type of computer and operating system license
designated for the operation of the Software. If the number of Authorized Users Software
exceeds the number of applicable licenses, then you must have a reasonable mechanism or
process in place to ensure that the number of Authorized Users to use the Software does not
exceed the authorized number of licenses purchased. It is a single use when the Software, in
whole or in part, is loaded into memory for execution on a computer. If one copy of the Software
is stored or accessible via a network server for the sole purpose of execution by computers on
the network, this will not be considered a single use for the purposes of this paragraph.
The Developer reserves the right to include security mechanism to monitor the use of the
Software in order to ensure compliance with this Agreement. The Developer reserves the right
to use hardware locking device, management license software and / or license authorization key
to control, in whole or in part, the access to the Software and their functions. You may not take
any action to prevent or avoid these controls. The use of any Software without any required lock
device or authorization key is prohibited.
If this Software is obtained via an update or provided as an update to the previous version of the
Licensed Software, the Software may only be used to replace the previous version, not being
granted any additional licenses. This software and any previous versions cannot be used
separately.
4. License Term
The term of each license shall be either perpetual or limited as designated on a Licensed
Software Designation Agreement ("LSDA") or an Order Form.
(a) Advanced License ("Full") means that access to the complete Software at any given time will
be limited to the maximum number of concurrent users for which licenses have been validly
acquired under this Agreement.
(b) Basic License ("Basic") means that access to basic Software at any given time will be limited
to the maximum number of concurrent users for which licenses have been validly acquired
under this Agreement.
5. Responsibilities and Restrictions
(a) Confidentiality. Under this Agreement, Developer will share the software and other
confidential business information or its suppliers with You. Keep this information confidential and
shall take all necessary precautions to safeguard the confidentiality of this information. You will
limit the use of software to your own internal process and are prohibited from processing data to
or from any other third parties. If, however, Its businesses consist of the production and delivery
to his customers in a computational mathematics version of a product design, the use of the
Software is permitted subject to the obligations of confidentiality and non-disclosure hereunder,
insofar as applicable to software. You can not analyze the Software with reverse engineer
propose. If you conduct performance tests (benchmark) or other tests related to the Software,
including any content or feature of our third-party licensors, results constitute the confidential
information of Developer and should not be published or otherwise disclosed to any third party.
(b) Software Re-sell. The below uses the Software is expressly prohibited: cause or permit (i)
the disclosure, access or use of the Software by anyone other than Authorized Users, (ii) the
loan, publication, transfer of possession (whether by sale, exchange, donation, operation of law
or otherwise) of the Software, in whole or in part, to or for the benefit of any third party, and (iii)
the use of Software as a service bureau.
(c) Transfer the right to use the Software. You may not transfer, assign or sub-licence the right
to use the Software, all in whole or in part, any rights granted hereunder, to any person, without
the prior permission in writing of Developer.
(d) Modification or Reverse Engineering. You may not reverse engineer, disassemble, decrypt,
separate, or otherwise attempt to discover the source code of the Software.
(e) Use Outside of Territory. You may not access the Software outside of the country in which
you have purchased and installed the Software without the prior written consent of the
Developer.
(f) Host identifier. For each application for Software under this Agreement, You will provide to
developer the host identifier required by the developer and other information reasonably
requested for each workstation and / or server on which the administration part of the Software
license will be installed to allow developer generate a license file that will restrict access by the
end user only the modules of the Software licensed under this instrument and limit the use of
these software modules at any time to the maximum number Authorized Users to whom you
have purchased valid licenses.
(g) Third Party Suppliers. You agree that the third party suppliers may enforce this Agreement,
insofar as it related to the third party supplier software, directly against You.
(h) Export. Developer is not obligated to take any action in accordance with this Contract that is
prohibited by any impediments arising out of national or international requirements of foreign
trade or customs, including embargoes or other sanctions.
This Agreement is subject to all applicable laws and regulations of the local government, which
can be periodically enacted, amended or modified in relation to the export of software, services
and Developer technology or any derivations thereof. You will not export or re-export any
software, services or Developer technology, or any of its derivations, or allow shipment of them:
(i) without the express written consent of the Developer and (ii) if necessary, obtaining, at its
expense, any authorization required by authority as may be required by law.
This clause stands even after this Agreement has terminated
6. Special Terms Applicable to Demonstration License.
Notwithstanding the terms and conditions of Clause 3 of this Agreement, the Software is
provided to You by way of Demonstration, the following terms shall apply to those licenses for
demonstration:
(a) Developer grants to You a nonexclusive, nontransferable, limited license to install and use
the executable form of the Software on a test environment within the Territory solely for
demonstration purposes. The Software shall not be used for commercial, professional or
productive purposes, for commercial training or any other purpose for profit, including testing,
analysis and verification of performance (benchmarking). If during the term of this Agreement
developer provide to You updates or new versions of the software, they will be considered part
of the Software and subject to the terms and conditions hereof.
(b) The Software Demonstration is provided to you on "state is" without maintenance services.
The DEVELOPER MAKE NO WARRANTY OF ANY KIND, IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
INFRINGEMENT, regarding the SOFTWARE FOR STATEMENT PROVIDED UNDER THIS
AGREEMENT. In no event shall Developer be liable for any claims or damages of any nature
arising out of or relating to this Agreement, regardless of the form of action, whether in contract,
civil liability or otherwise.
(c) The licenses for Demonstration will be extended by a finite limited period specified. Any
license for demonstration will end immediately if you do not fulfill any of the terms and
conditions contained herein. Updates or new releases will not extend the term of the license for
demonstration more than period specified for the software. Within 10 days after the end of the
demonstration period of any license you, at its expense, shall (i) return to the original and all
tangible copies of the Software in all formats, and any of its hardware keys (ii ) destroy all
electronic copies of the Software, and (iii) to confirm in writing that those obligations were
fulfilled.
7. Term of effectiveness and conditions for termination
The developer reserves the right to terminate this Agreement by notice in writing, if you do not
fulfill any of the terms described here. All license rights granted will terminate with any
termination of this Agreement. Within 15 days after end of the license rights granted herein or
this Agreement for any reason, You at Your expense, shall (i) return to the original and all
tangible copies of the Software in all formats, (ii) destroy all electronic copies of the Software,
and (iii) to confirm in writing that those obligations were fulfilled. If you fail to pay, when due, of
any amount due under this Agreement and not pay off the default within 10 days of written
notification, developer may, by sending a written notice, terminate this Agreement, in its entirety,
with effective immediately.
8. Limited Warranty
Developer warrants that during the Warranty Period, defined below, the Software will provide the
features and functions generally described in the Documentation and that the media, if any, on
which the Software is furnished will be free from defects in materials and workmanship under
normal use;. The "Warranty Period" is defined as within 90 days of the date on which the
software is made available to you via electronic download, provided that, in the jurisdictions in
which the limitation of the warranty period in 90 days is not valid the Warranty Period is hereby
extended for one (1) year or a shorter period if permitted by applicable law. The entire liability of
Developer, at their discretion, will be attempting to correct or unconventional solutions errors,
replace the defective media on which the Software is installed, if any, or refund the license fees
for the Software involved and immediately terminate the license. Any refund will be subject to
return and / or destruction of the Software or defective media to Alliage in accordance with the
provisions of Section 7.
DEVELOPER DOES NOT PROVIDE ANY OTHER WARRANTY OF ANY KIND, AND NO
WARRANTY IS GIVEN THAT THE SOFTWARE IS ERROR FREE, OR THAT YOUR USE WILL
BE UNINTERRUPTED OR THAT WILL OPERATE WITH ANY OTHER SOFTWARE. ALL
WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNIFICATION AND
CERTIFICATES, EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR
WRITTEN STATEMENTS (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WAIVER AND
ERRORS UNINTERRUPTED USE OF ANY WARRANTY OR INFRINGEMENT) ARE
CANCELLED THIS ACT, EXCLUDED AND FREE OF LIABILITY EXCEPT AS OTHERWISE
EXPRESSLY STATED IN THIS AGREEMENT.
No employee or Authorized Reseller or representative is authorized to make any modifications,
extensions or additions to these warranty provisions or this License Agreement.
All warranties are void if the failure of an item of collateral result object, directly or indirectly, of
an unauthorized item subject to a warranty, unauthorized attempted repair of an item covered by
a warranty or misuse of a modification item object of the guarantee, including, without limitation,
the use of an item covered by a warranty under abnormal operating conditions or the subjection
of a warranty item object to unreasonable adverse conditions of any kind.
9. Limitation of liability
In no event shall Developer or its representatives be liable to you or any party related to you for
any damages, whatsoever, whether direct, indirect, special, incidental, or consequential
damages, whether arising under contract, tort (including negligence), strict liability, breach of
warranty, misrepresentation, or otherwise, including without limitation, damages for loss of
business profits, business interruption, loss of business information, or other pecuniary loss,
arising out of the use of or inability to use the software, or arising out of this agreement, even if
Developer or its representatives has been advised of the possibility of such damages. In any
event, Developer´s total aggregate liability to you for all damages of every kind and type
(regardless of whether based in contract or tort) shall not exceed the purchase price of the
product.
10. Indemnification for Infringement
Subject to the limitations stated below and unless End User has modified the Software,
Developer will defend, indemnify and hold harmless End User from any claim, suit, or
proceeding to the extent made against End User for infringement of any patent, copyright,
trademark, or trade secret by use of the Software as permitted under this EULA. End User will
promptly provide notice to Developer of any such claim, suit, or proceeding. End User agrees
that Developer shall have full and complete control over the conduct of such proceeding. The
parties hereto agree to cooperate fully with each other in connection with the defense,
negotiation or settlement of any claim under this Section. This Section 10 states the entire
liability and obligations of Developer, and the exclusive remedy of End User, with respect to any
alleged infringements of any patent, copyright, trademark and/or other intellectual property right
by the Products or Software or any part thereof.
11. Maintenance Services
If You have purchased maintenance services for the Software, the following terms shall apply:
(a) Maintenance Services. The Software maintenance services consist of (i) providing updates
to the Software, (ii) the correction of errors, as defined herein, to the Software, and (iii) providing
phone support in relation to the Software. The Software maintenance services will be provided
in accordance with the terms of this Clause to customers who have purchased maintenance
services in accordance with this Agreement for the applicable Software. Servicing the Software
are and will remain available under this Agreement only to the extent that such services are
provided by Developer in the Software, or any part of the Software, its overall customer base.
(b) Maintenance Term. You can purchase Software maintenance services for a period of initial
annual maintenance or other acceptable term to Developer Thereafter, the maintenance
services will be automatically renewed for successive periods of one (1) year, unless terminated
by You, by sending a notice of termination in writing to Developer at least 60 days before the
expiration of the initial term or any renewal term. If you purchase additional licenses for the
Software during the term of this Agreement, Developer reserves the right to adjust the period of
annual maintenance and make a proportion to annual maintenance fees for the new software to
match the initial period of Software Maintenance and the billing cycle.
(c) New Software Versions. The new software versions released by Developer may contain
errors corrections and / or improvements or new functionalities. You will have the right to receive
new software version during any period for which You have purchased maintenance services
hereunder for the applicable Software. This right does not extend to any version, module,
option, future product or any improvement to the functionality or performance of the Software
developed under a customized product for a single customer or a version licensed or developed
as a separately product and not for general release to customers as part of maintenance
services. You are responsible for the installation and implementation of any new version or of
any conversion of necessary data. You remain solely responsible for the configuration of his
own equipment and software, including compatibility of any additional equipment or software.
(d) Support for Previous Versions. As soon as a new software version is released, Developer
will keep the current version that have been launched and the immediately preceding version.
(e) Error Corrections. Error means a failure of the Software to substantially conform to the
Documentation ("Error"). You may report any suspected error to Developer applicable and, if
requested by them, you will provide a detailed description, writing, and documentation of the
suspected error. Developer will investigate the facts and circumstances involved and you will
cooperate with the investigation. If an error was discovered that the Software contains an error,
Developer will make all commercially reasonable efforts to correct it. The correction of an error
could be established by a separate repair an unconventional solution or may be included in a
future software release at the discretion of Developer.
12. General
(a) Risk. You shall bear all risk of damage and quality and performance of the Software. You
assume the risk with respect to any hardware, software, data or other item due to copy or use
the Software, including, without limitation, the costs of any repairs or replacement of any item or
any services. You assume responsibility for selecting the Software to obtain the His intended
results and for the installation, use and results obtained from the Software.
(b) Purchase Order. Exception to a LSDA, as defined in Section 4, if you issue a purchase
order, memorandum or other instrument covering the Software or services under this
Agreement, it is agreed that any terms and conditions contained therein which exceed or are
inconsistent with this instrument is not binding upon the parties.
(c) Order Acceptance. Developer, in its sole discretion, reserve the right to accept or reject any
request for software or services. As soon as the LSDA or other document request is accepted,
will occur the delivery of the Software identified in LSDA when the Software available to You via
electronic download from a page specified. It is the discretion of the Developer, the shipment of
the physical media.
(d) Taxes. You are responsible for paying all taxes, licenses, fees and other applicable charges,
of any kind or nature, now in force or enacted in the future, despite its name, or incidence
release, including, without limitation, all taxes on the sale and / or use, value added taxes, taxes
on goods and services, consumption taxes, personal property taxes, ad valorem taxes, customs
duties, import taxes, stamp taxes, intangible taxes , registration fees, national, local, regional,
provincial or municipal. These figures also include, without limitation, any penalties, interest,
fees or other charges, if any, incurred as a result of non-payment of any such taxes or timely
manner required by law.
13. Severability / Change
If any provision of this Agreement is found void and unenforceable, it will not affect the validity of
any other provision hereof, and these provisions shall remain valid and enforceable in
accordance with its terms. If an unenforceable provision may be modified to become
enforceable by a court of law, that provision shall be deemed to have been changed in this
License Agreement.
14. Other Rights Reserved
All rights not specifically granted in this License Agreement are reserved by Developer.
15. Agreement
YOU ACKNOWLEDGE THAT YOU HAVE READ THE ENTIRE AGREEMENT, UNDERSTAND
IT, ACKNOWLEDGE YOU ARE BOUND BY IT AND AGREE TO FULLY COMPLY WITH ALL
OF ITS TERMS AND CONDITIONS.