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GEODIGM CORPORATION LICENSE AGREEMENT
PLEASE READ THIS DOCUMENT CAREFULLY. GEODIGM GRANTS YOU THE RIGHT TO USE THE GEODIGM EMODEL® SOFTWARE AND ANY ACCOMPANYING DOCUMENTATION (THE SOFTWARE), BUT ONLY IF YOU AGREE WITH THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE. BY CLICKING ACCEPT BELOW, YOU AGREE THAT THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND GEODIGM CONCERNING THE SOFTWARE, AND THAT THIS LICENSE AGREEMENT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN YOU AND GEODIGM WITH RESPECT TO THE SOFTWARE. NO PURCHASE ORDER OR OTHER COMMUNICATION WILL BE CONSTRUED AS, OR CONSTITUTE, A WAIVER OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, OR ACCEPTANCE OF ANY ADDITIONAL TERMS, CONDITIONS OR SPECIFICATIONS, AND GEODIGM HEREBY OBJECTS TO ANY SUCH ADDITIONAL OR CONTRARY TERMS, CONDITIONS OR SPECIFICATIONS.
1. Grant Of Limited License. In consideration for your acceptance of the terms and conditions of this License Agreement, GeoDigm grants to you a personal, non-transferable and non-exclusive right to use the Software for the sole and limited purpose of accessing and working with the GeoDigm emodel® dental models you order. You may make and maintain one (1) copy of the Software for back-up and archival purposes, but you must reproduce in that copy all proprietary and restrictive notices in the Software.
2. System Access. The Software gives you access to emodel® dental images stored on the computer systems GeoDigm maintains for delivery of emodel® dental models over the Internet. You may use the Software to access those systems, for the sole and limited purpose of accessing emodel® dental models you have ordered. Access to those GeoDigm systems is subject to GeoDigms terms and conditions of use, as those terms and conditions may change from time to time.
3. emodel® Dental Images. You acknowledge and agree that (i) GeoDigm does not provide dental, medical or other advice, (ii) you are responsible for all treatment planning and other use of the Software and all GeoDigm emodel® dental models delivered to you, including any data or results generated with the use of the Software.
4. Restrictions. You may not modify, clone, disassemble, decompile, decrypt or otherwise reverse engineer any part of the Software, or adapt the Software into a computer language or other form in which it was not provided by GeoDigm; provided that, nothing in this License Agreement will be deemed to limit any applicable rights under the European Community Council Directive on the Legal Protection of Computer Programs dated May 14, 1991. You may not transfer the Software, or sublicense or assign your rights or obligations under this License Agreement to any third party. Any attempted transfer or assignment will be void and without effect. You agree and acknowledge that GeoDigm transfers no ownership interest in the Software to you, and that GeoDigm and its licensors reserve all rights not expressly granted to you hereunder.
5. Term and Termination. This License Agreement will commence when you receive the Software. This License Agreement will terminate upon your breach of this License Agreement or the terms of and conditions for GeoDigm system use, or at any time at your election. Upon termination or expiration of this License Agreement, all licenses and rights granted to you will terminate and you must destroy all copies of the Software in your possession. The provisions of Sections 5, 6 and 7 will survive any termination of this License Agreement.
6. U.S. Government Restricted Rights Notice. The Computer Software is delivered as Commercial Computer Software as defined in DFARS 48 CFR 252.227-7014. All Computer Software and Computer Software Documentation acquired by or for the U.S. Government is provided with Restricted Rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions described in FAR 48 CFR 52.227-14 or DFARS 48 CFR 252.227-7014, as applicable. Technical Data acquired by or for the U.S. Government, if any, is provided with Limited Rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions described in FAR 48 CFR 52.227-14 or DFARS 48 CFR 252.227-7013, as applicable.
7. Professional Responsibility.
8. Disclaimer of Warranty. GeoDigm PROVIDES THE SOFTWARE, ACCESS TO GEODIGM COMPUTER SYSTEMS, AND ALL EMODEL® DENTAL MODELS TO YOU AS IS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN TO YOU BY ANY GeoDigm EMPLOYEE, REPRESENTATIVE OR DISTRIBUTOR WILL CREATE A WARRANTY FOR THE SOFTWARE, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
9. Limitation of Liability. GeoDigm will HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATING TO THE SOFTWARE, GEODIGM EMODEL® DENTAL MODELS OR GEODIGM COMPUTER SYSTEMS, OR THEIR USE, OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS LICENSE AGREEMENT (INCLUDING LIABILITY FOR NEGLIGENCE) EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GeoDigm. IN NO EVENT WILL GeoDigm OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION ALL DAMAGES ARISING FROM LOSS OF DATA, PROFITS OR GOODWILL), WHETHER OR NOT GeoDigm HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. General. A successor in interest by merger, by operation of law, assignment, purchase or otherwise of the business of GeoDigm will acquire all interest of GeoDigm hereunder. No failure by either party to take any action or assert any right hereunder will be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. No modification of this License Agreement will be binding on either party unless it is in writing and signed by both parties. Any dispute, claim or controversy arising out of or relating to this License Agreement will be finally settled under the Commercial Arbitration Rules of the American Arbitration Association by a panel of three (3) arbitrators appointed in accordance with said Rules. The place of arbitration will be Minneapolis, Minnesota, U.S.A. The arbitration will be conducted in the English language. This License Agreement will be governed by and interpreted in accordance with the laws of the State of Minnesota, U.S.A., excluding the United Nations Convention on Contracts for the International Sale of Goods.