1. Definitions
1.1. “
AI-Agent” means any content, including but not limited to an application, software, file, code, document, data, or other material, used in connection with the Services and that assists Customer in the automation of business, revenue cycle and operational processes.
1.2. “Business Associate Agreement” or
“BAA” means the Business Associate entered into between DentalRobot and Customer.
1.3. “Confidential Information” means the terms and conditions of this MLA, and all information that a party receives from or on behalf of the other that indicates that it is confidential or proprietary, whether disclosed directly or indirectly, in writing, orally, visually, or by any other medium now known or hereafter developed. Without limiting the generality of the foregoing, the term Confidential Information will mean any and all information relating to either party’s business, including, but not limited to, research, developments, product plans, products, services, diagrams, formulae, processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries, inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets, marketing, and finances. Confidential Information does not include information that the receiving party can demonstrate by documentation: (i) was already known to the receiving party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the disclosing party; (ii) was or is independently developed by the receiving party without use of any of the disclosing party’s Confidential Information; (iii) was or becomes generally known by the public other than by breach of this MLA by, or other wrongful act of, the receiving party or any of its representatives; or (iv) was received by the receiving party from a third party who was not, at the time of such disclosure, under any obligation to the disclosing party or any other person to maintain the confidentiality of such information.
1.4. “Customer Data” means the electronic data and information submitted by or for Customer to the Services, which may include Personal Data or Personal Health Information.
1.5. “Force Majeure Event” means any event beyond a party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable. By way of example, but without limitation, the following are considered Force Majeure Events: strikes, lock-outs, acts of God, war, riot, embargoes, acts of terrorism or sabotage, fire, flood, explosion, equipment failure, loss of any necessary utility, earthquake, accident, malicious damage, default of suppliers or sub-contractors, or pandemic.
1.6. “includes” or
“ including” means “including but not limited to”.
1.7. “Intellectual Property Rights” means any and all rights associated with any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, Internet domain name or industrial design, any registrations thereof and pending applications therefor (to the extent applicable), any other intellectual property right (including, without limitation, any know-how, trade secret, trade right, formula, conditional or proprietary report or information, customer or membership list, any marketing data, and any computer program, software, database or data right), and license or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing, in any jurisdiction throughout the world.
1.8. “Non-DentalRobot Application” means any online or offline application, software, data, content, robot, product, or service provided by entities or individuals other than DentalRobot and are clearly identified as such, and that may interoperate with the Services.
1.9. “Order Form” means the ordering document or online order specifying the Services to be provided by DentalRobot under this MLA and/or any exhibits, supplements, or attachments thereto. By entering into an Order Form (whether the Order Form is directly between Customer and DentalRobot or between Customer and an authorized DentalRobot partner), Customer agrees to be bound by the terms of this MLA.
1.10. “Personal Data” means information provided by Customer to the Services under this MLA that is (i) about an identifiable individual; or (ii) not specifically about an identifiable individual but, when combined with other information, may identify an individual. Personal Data includes names, email addresses, postal addresses, telephone numbers, health information, medical information, and patient information.
1.11. “Privacy Laws” means all privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to Customer and the Services under this MLA, including but not limited to the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act
(HITECH) and the regulations promulgated thereunder (collectively,
“HIPAA”); any applicable national privacy laws; and any applicable state privacy laws, including but not limited to the California Consumer Privacy Act of 2018 (
“CCPA”).
1.12. “Protected Health Information,” “Covered Entity,” and
“Business Associate” will have the meanings given to them by HIPAA.
1.13. “Services” or
“DentalRobot Services” means the software, code, content, information, data, AI-Agents, products, and services provided by DentalRobot to Customer, whether pursuant to a subscription agreement, order form, or online purchasing portal. Services do not include Non-DentalRobot Applications.
1.14. “
Taxes” means taxes, assessments, charges, duties, fees, levies, and other charges of a governmental authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any governmental authority, whether disputed or not, any related charges, interest or penalties, and any liability for any other person as a transferee or successor by law, contract or otherwise.
2. Access Rights
2.1. License. DentalRobot will provide the Services to Customer in accordance with Customer’s Subscription Plan (as specified in an Order Form). Subject to this MLA and Customer’s compliance with the terms and conditions of this MLA, DentalRobot hereby grants Customer a limited non-exclusive, non-transferable, non-sublicensable, revocable right and license to use the Services during the Term (defined below) solely for Customer’s internal business purposes. If Customer allows authorized users (e.g., employees or contractors) to access the Services, such other users must comply with the terms of this MLA, and Customer will be solely responsible for ensuring such users’ compliance.
2.1.1. No Conflict with Third Party Licenses. The grant of the license hereunder is not intended to modify, alter, override, expand, or narrow any third party’s copyrights, trademarks, requirements, use restrictions, or other proprietary rights and protections.
2.2. No Sale. The Services are licensed, not sold, to you. Unless this MLA expressly states otherwise, DentalRobot does not convey to you any rights of ownership in or related to the Services.
3. Services
3.1. DentalRobot Services. DentalRobot provides dental offices with access to AI-powered automation technology through Subscription Plans. DentalRobot Services include downloadable software installed on a Customer’s computer systems or cloud-based software-as-a-service. In addition, DentalRobot assists in the design, installation, and customization of AI-powered automation workflows and solutions for Customers.
3.2. DentalRobot AI-Agent. If Customer downloads or orders an AI-Agent from the DentalRobot Store, Customer must comply with the master license agreement between Customer and DentalRobot or the third-party developer of the AI-Agent. Customer agrees to the applicable AI-Agent license agreement by downloading, installing, or using any AI-Agent provided by the DentalRobot Store.
3.3. Access to Customer’s Computer Systems and Software. Customer acknowledges and agrees that certain Services may be installed or downloaded directly onto Customer’s computer systems or accessed via a browser through Customer’s or DentalRobot’s computer systems, including but not limited to web-based software such as Payer Portals and Practice Management Systems. In connection with such Services, Customer may be required to provide DentalRobot with access to Customer’s and associated software for purposes including, but not limited to: (a) installation, maintenance, updates, or removal of the software; and (b) provision of user credentials, including usernames and passwords, necessary for accessing web-based software or portals needed by the Services. Customer agrees to grant DentalRobot all necessary access to Customer’s computer systems and software, including but not limited to Payer Portals and Practice Management Systems, as required for the downloading, installation, maintenance, provision, updating, accessing, operation, and removal (as applicable) of the Services, AI Agents, and any other products or services delivered by DentalRobot to Customer. DentalRobot shall not be held liable for any defects, damage, or losses arising from Customer’s failure to provide reasonable access to its computer systems. Furthermore, Customer’s failure to grant the required access to DentalRobot shall not impact DentalRobot’s right to issue invoices, nor shall it relieve Customer of its payment obligations as set forth in the Order Form and applicable agreements.Additional Services. The parties may agree to extend or modify the scope of Services during the Term of this MLA to accommodate Customer’s business needs. These extended or modified services will be specified in an Order Form, and any variation in costs resulting from such extension or modification will also be stated in the Order Form.Support Services
. DentalRobot will use commercially reasonable efforts to provide Customer with support services offered under Customer’s Subscription Plan, and to address any queries and technical issues Customer may have pertaining to the Services purchased under Customer’s Subscription Plan, from Monday to Friday between the hours of 9:00 AM to 5:00 PM, Central Standard Time.
4. Customer’s Obligations
4. 1. Customer Systems. Customer is solely responsible for (i) obtaining, deploying and maintaining Customer’s computer systems, including without limitation all computer hardware, software, modems, routers and other communications equipment necessary for Customer and Customer’s authorized users to access and use the Services via the Internet or at Customer’s site; (ii) contracting with a third party internet service provider, telecommunications and other service providers to access and use the Services via the Internet; and (iii) paying all third-party fees and access charges incurred in connection with the use of the Services. Except as specifically set forth in this MLA or in an Order Form, DentalRobot will not be responsible for supplying any hardware, software, or other equipment to Customer.
4. 2. Data Backups. The Services do not replace the need for Customer to maintain regular daily data backups or redundant data archives. Customer acknowledges and agrees that Customer is solely responsible for backing up and safeguarding all information, documents, data, software, materials, and other contents (“Content”) stored or installed in or on any of Customer’s computer systems and/or Customer’s site, including those where the Services are accessed or used by Customer. DentalRobot shall have no responsibility or liability whatsoever for any damage, loss, corruption, or harm to any such Content or to any of Customer’s computer systems, except when directly caused by the acts or omissions of DentalRobot, and Customer assumes all risk of any and all such damage, loss and harm, including but not limited to any damage, loss or harm resulting from computer viruses, malware or any other malicious software, code or materials.
4. 3. Non-compete. Customer will not disclose any Confidential Information associated with the Services to any competitor of DentalRobot, nor will Customer use any Confidential Information to create any software that is substantially similar to DentalRobot’s Services. The foregoing shall not be construed as prohibiting Customer from independently developing any accounting or financial programs that are similar to any Services or any Bot, provided that Customer does not use any Confidential Information to do so.
4. 4. Monitoring; Audit. 4. 4. 1. Monitoring. DentalRobot may, but has no obligation to, collect technical data and other usage information to monitor Customer’s use of the Services in compliance with DentalRobot’s Privacy Policy and Privacy Laws. DentalRobot may upon reasonable prior notice suspend or terminate Customer’s access to the Services if DentalRobot reasonably believes Customer may be in violation of the terms of this MLA, any other agreement between DentalRobot and Customer, or any applicable laws (including Privacy Laws). In such event, DentalRobot shall restore Customer’s access to the Services upon Customer’s rectification of such violation, if possible. If such rectification is not reasonably possible then this MLA shall terminate on prior notice from either party, and the effect of such termination shall be as set forth in Section 9.3 below.
4. 4. 2. Audit. Without limiting DentalRobot’s right to monitor Customer’s use of the Services pursuant to Section 4.4.1, upon reasonable notice, DentalRobot may audit Customer’s computer systems (on Customer’s premises or remotely, at DentalRobot’s option) for compliance with the terms and conditions of this MLA. Customer will provide reasonable assistance and cooperation in the conduct of any such audit. The audit will occur at DentalRobot’s expense and, if conducted on Customer’s premises, during Customer’s normal business hours.
4. 5. Exclusive Provider. The parties acknowledge and agree that, in order to provide the Services to Customer, DentalRobot has expended substantial effort to learn Customer’s business processes and customize the Services for Customer’s use. Accordingly, during the term of this Agreement, DentalRobot will be the exclusive provider of the Services, unless such exclusivity is prohibited by law. Customer will not seek or accept similar services from other providers unless prior written approval is obtained from DentalRobot.
5. Subscription Plans
5. 1. Terms. The Services provided under this MLA are billed on a subscription basis and for the term described in the applicable Order Form. DentalRobot offers specific Services under varying restrictions, requirements, and fees based on the subscription level (each, a “
Subscription Plan”). The currently available Subscription Plans may be provided on the DentalRobot website (
www.dentalrobot.co/features), as updated from time to time. In the event of a direct conflict between any provision of this MLA and an Order Form, the terms of the Order Form will govern.
5.2. Subscription Renewal. The term of a Subscription Plan
(“Subscription Term”) will be specified in the applicable Order Form. Upon Customer’s payment of Fees of a Subscription Plan, the Subscription Term will be extended for an additional period equal to the expiring Subscription Term as specified in Section 2 of the Order Form, unless DentalRobot and Customer agree to a different renewal term, as reflected on the applicable Order Form.
5. 3. Subscription Plan Changes. DentalRobot makes no guarantee that the Subscription Plans will be offered indefinitely and reserves the right to change the Subscription Plan fees and to alter the features and options for any particular Subscription Plan upon reasonable prior notice to Customer; provided that, any changes to the fees, features, or options of any Subscription Plan will be stated in an applicable Order Form and will only take effect for the next billing cycle. Notwithstanding any term or provision herein, Customer shall have the right to terminate this MLA and any Order Form in the event Customer is unwilling to accept any such changes.
5. 4. Intelligent AI Agents. A list of the Features available for installation under each Subscription Plan is available on the DentalRobot website:
https://www.dentalrobot.co/features. Features pricing will be as provided in Customer’s Order Form.
6. Fees & Payment
6. 1. Fees. Applicable Fees will be set forth in an Order Form issued to Customer by DentalRobot. Fees specified in the applicable Order Form shall be determined by multiplying the per-patient rate by the average number of patients processed by DentalRobot during the three (3) calendar months immediately preceding the month for which the Fees are being calculated. All Fees are exclusive of Taxes, and all Fees are non-refundable unless this MLA expressly states otherwise, even if this MLA expires or is terminated before the expiration of the effective subscription term. DentalRobot will provide Customer with reasonable notice prior to any Fee changes so that Customer may terminate Customer’s Plan before such changes become effective.
6. 2. Payment. Customer will be billed in advance on an automatically recurring basis unless Customer properly terminates its Subscription Plan in accordance with the terms of this MLA. Customer will pay DentalRobot all applicable Fees and Taxes for Customer’s Subscription Plan on or before the due date listed on the invoice. If DentalRobot does not receive payment from Customer’s payment method on or before the due date, Customer agrees to pay all amounts due to DentalRobot upon demand, including interest. Late payments will accrue interest at a rate of 1.5% per month, or the highest rate as permitted under applicable law, on any overdue balance. Customer will pay all of DentalRobot’s reasonable fees, costs, and expenses (including attorney’s fees) in any action to collect outstanding amounts that are overdue.
6. 3. Payment Method. Customer will provide DentalRobot with the name of Customer’s authorized representative, business name, address, postal code, telephone number, and a valid payment method, including at a minimum a valid credit card number. By submitting such billing information to DentalRobot, Customer authorizes DentalRobot to charge all applicable Fees and Taxes to any such payment method. Customer represents and warrants that all payment information provided to DentalRobot is accurate, complete, and valid. Customer warrants that Customer is authorized to use the payment method provided to DentalRobot, and that Customer will promptly notify DentalRobot of any changes to Customer’s payment information.
6. 4. Billing Disputes. Customer agrees to notify DentalRobot of any billing queries and errors within 60 days after receipt of an invoice. Customer’s failure to notify DentalRobot of any billing queries and/or errors within such 60-day period will constitute Customer’s waiver of the right to dispute such queries or errors at a later date.
6. 5. Refunds. During the Term of this MLA, if DentalRobot is unable to or ceases providing any Services ordered by Customer in an applicable Order Form, DentalRobot will use commercially reasonable efforts to provide Customer with a suitable substitute or replacement or, if a suitable replacement cannot be provided, will refund Customer any prepaid fees for Services not provided or performed.
6. 6. Taxes. All fees for Subscription Plans are exclusive of any and all Taxes. Customer will be responsible for the payment of all Taxes associated with the purchase of the Services, and Customer will not deduct from the payments due to DentalRobot any Taxes, except as required by applicable law.
7. Restrictions on Use
7. 1. Customer will not, and will not allow any of its users, employees, agents, or representatives to: (i) use the Services in any illegal or unlawful manner or for any illegal or unlawful purpose; (ii) perform any act which interferes with or disrupts the Services; (iii) make any Services available to, or use any Services for the benefit of, anyone other than Customer or Customer’s patients; (iv) sell, resell, license, sublicense, distribute, make available, reproduce, copy, rent or lease any of the Services; (v) attempt to gain unauthorized access to any of the Services or their related systems or networks; (vi) use any of DentalRobot’s Confidential Information to dispute or contest the validity of DentalRobot’s Intellectual Property Rights; (vii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any of DentalRobot’s Confidential Information; or (viii) access, use, or tamper with the Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services. DentalRobot is under no obligation to review or screen data transmitted through the Services but reserves the right to suspend Customer's access to and/or use of the Services to the extent that DentalRobot determines, in good faith, that such suspension is necessary to comply with applicable law or to prevent harm to DentalRobot, its licensors, any third party, or any other user. Customer agrees not to permit or request that the Services be tested, benchmarked, evaluated, or analyzed for the purpose of creating a competing product or service with the Services, unless Customer obtains DentalRobot’s prior written consent. In no event will DentalRobot be liable for any damage or loss resulting from or arising out of Customer’s breach of any of the limitations or restrictions on use described in this Section 7.
8. Third-Party Applications
8.1. Third-Party Services Credentials. To enable interoperability or integration of the Services with Customer’s or a third party’s platform or services, Customer may be required to provide DentalRobot with Customer’s access credentials (“
Customer-Provided Credentials”), including but not limited to insurance carrier account login information. Customer is, and remains throughout the Term of this MLA, solely responsible for maintaining the accuracy, truthfulness, completeness, and confidentiality of, and Customer agrees to accept responsibility for all activities that occur under, Customer-Provided Credentials. If Customer has reason to believe that any Customer-Provided Credentials are no longer secure (e.g., in the event of a loss, theft, or unauthorized disclosure or use of Customer’s username or password), Customer must immediately notify DentalRobot. DentalRobot will not be liable for any loss, damages, costs, or claims arising out of or in connection with the unauthorized use of Customer-Provided Credentials.
8.2. Third-Party Data. Customer acknowledges that the data, content, and information obtained by or through the Services from Customer or third parties (“
Extracted Data”) is not controlled by DentalRobot. DentalRobot makes no warranty as to the quality, availability, completeness, timeliness, accuracy, or reliability of any such Extracted Data. Customer agrees that DentalRobot will not be responsible for verification of any such Extracted Data, or for any errors, factual or otherwise, contained in the Services as a result of such Extracted Data, whether provided by Customer or any third party.
8.3. Integration with Non-DentalRobot Applications. If Customer requests to integrate or installs a Non-DentalRobot Application that integrates or interoperates with any of the DentalRobot Services, Customer authorizes and directs DentalRobot to allow and enable the Non-DentalRobot Application and its third-party provider to access Customer Data as required for the integration or interoperation of that Non-DentalRobot Application with the DentalRobot Services. DentalRobot is not responsible for any disclosure, modification, or deletion of Customer Data or any damage or loss to Customer’s computer systems resulting from access by such Non-DentalRobot Application in accordance with Customer’s request, direction, or instructions.
8.4. Customer Representations. Customer represents and warrants that it will (a) not violate any other agreement to which it is a party, or violate or infringe the intellectual property, privacy, or other rights of any third party, by requesting integration or installation of (or actually integrating or installing) a Non-DentalRobot Application with the DentalRobot Services; and (b) promptly report to DentalRobot any performance problems related to the DentalRobot Services or any Non-DentalRobot Application, including a description of the circumstances surrounding their occurrence.
8.5. Availability. Customer understands and agrees that a provider of a Non-DentalRobot Application may stop providing the Non-DentalRobot Application, or cease making the Non-DentalRobot Application available for interoperation with the Services in a manner acceptable to DentalRobot. DentalRobot has no control over the availability or interoperability of any Non-DentalRobot Application, and DentalRobot does not guarantee the continued availability or interoperability of any Non-DentalRobot Application. DentalRobot has no obligation to provide a refund if a Non-DentalRobot Application becomes unavailable or stops interoperating with the Services through no fault of DentalRobot.
9. Term and Termination
9.1. Term. This MLA commences on the date Customer accepts it and continues until terminated in accordance with Section 9.2 (the “
Term”).
9.2. Termination. The Term of this agreement is twelve (12) calendar months starting at the Order Form’s Effective Date and as specificied in Section 2 of the Order Form. Nonetheless, either party may immediately terminate this MLA by written notice if the other party files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints, or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing thereof
. Either party may terminate this MLA immediately if the other party breaches any term of this MLA and fails to cure such breach within 30 days following receipt of written notice from the other party. Termination of this MLA will also result in the automatic termination of any Order Form.
9.3. Effect of Termination. Upon termination of this MLA, Customer’s license to use the Services automatically terminates, and Customer must immediately stop using or accessing the Services. Customer agrees to promptly return or destroy, at DentalRobot’s request and option, any and all copies of the Services in Customer’s possession or under Customer’s control. Upon expiration or termination, Customer will pay DentalRobot any unpaid Fees due under this MLA with respect to the Services delivered through the date of the Subscription Term. Unless otherwise expressly provided, the following provisions will survive the termination or expiration of this MLA: Intellectual Property, Representations and Warranties, Publicity, Confidential Information, Data Protection, Indemnification, Disclaimer of Warranty, Limitation on Liability, General Provisions, and any other provision which by its express terms, nature, or context should survive.
9.4. Suspension. The license granted to Customer by this MLA is conditional on the full and timely payment of the Subscription Plan fees. Without limiting any other remedies available to it, DentalRobot may temporarily or permanently suspend the Services in the event that (i) Customer’s payment method is not verified or is inaccurate; (ii) Customer has failed to pay DentalRobot all applicable Fees on time; or (iii) DentalRobot suspects Customer is engaged in any conduct in violation of this MLA, and Customer fails to provide reasonable documentation refuting the grounds for suspension. Customer acknowledges and agrees that DentalRobot will not be liable to Customer or any of its authorized users if DentalRobot exercises its suspension rights as permitted under this MLA. DentalRobot may, in its sole discretion, re-activate the Services if it determines that Customer has rectified any error in its payment method; made payment of the outstanding Subscription Plan Fees including any interest due; and/or ceased the conduct causing suspension.
10. Intellectual Property
10. 1. DentalRobot Intellectual Property. To the fullest extent permitted by law, DentalRobot is the sole and exclusive owner of: (i) the Services and all source code, object code and protocols underlying the Services; (ii) all content and data, except for Customer Data or Extracted Data that may be viewed, downloaded, printed, accessed, or obtained from or by using the Services; and (iv) all Intellectual Property Rights and other proprietary rights in connection with the Services, or any content, code, materials, or other deliverables provided under this MLA, including inventions, ideas, know-how, processes, methods, algorithms, technology, works of authorship, designs, formulae, research, derivative works, improvements, patentable matters, copyrights, copyrightable works, trademarks, service marks, and all rights and claims related to any and all of the foregoing, and all applications, registrations and other governmental issuances with respect to any and all of the foregoing.
10. 1. 1. Feedback. If you provide DentalRobot with feedback, input, suggestions, or commentary (“
Feedback”) regarding DentalRobot’s products or services, you understand and agree that all Feedback will not be considered confidential information and may be treated by DentalRobot as non-confidential. You agree that DentalRobot and its licensors will retain all ownership and intellectual property rights in and to any Feedback, and that DentalRobot may use the Feedback for any purpose whatsoever, including by incorporating such Feedback into DentalRobot’s products or services, without any consideration or attribution to you.
10. 2. Customer Intellectual Property10. 2. 1. Customer Data. Customer or its licensors will retain all right, title and interest, including all Intellectual Property Rights in Customer Data. Customer hereby grants to DentalRobot an irrevocable, assignable, non-exclusive, royalty-free, worldwide license to use, reproduce, and copy Customer Data solely to provide the Services to Customer.
10. 2. 2.
Customer Processes. To the extent necessary for DentalRobot to provide the Services hereunder, Customer hereby grants to DentalRobot an irrevocable, assignable, non-exclusive, royalty-free, worldwide license to use, sublicense, transmit, display, copy, reproduce, modify, and create derivative works of any of Customer’s business processes or other Intellectual Property Rights.
10. 2. 3. Derivative Works. Any and all derivative works which are created by DentalRobot pursuant to this MLA will be owned by DentalRobot. To the extent DentalRobot offers any such derivative works as part of the Services, Customer will have the same rights and licenses to use such derivative works as Customer has to the Services. Customer acknowledges and agrees that DentalRobot may independently acquire, license, or develop Intellectual Property Rights and other products or services performing similar functions as the software, code, information, workflows, or other content that DentalRobot may develop by or for Customer, and DentalRobot retains ownership of all such Intellectual Property Rights in and to such content.
11. Representations and Warranties
11. 1. Mutual Representations. Each party is an entity incorporated and existing under the laws of the jurisdictions of its respective incorporation. Each party has the authority and capacity to enter into this MLA and neither party is under any restriction or obligation that may affect the performance of its obligations under this MLA.
11. 2. Customer’s Representations and Warranties. Customer represents and warrants that: (i) Customer and Customer’s authorized users will use the Services in strict accordance with this MLA and with all applicable laws, rules, and regulations; (ii) Customer has obtained all rights, permissions and/or consents necessary for its lawful use of the Services; (iii) Customer has all the required rights and licenses in relation to any third-party software or products, including but not limited to Non-DentalRobot Applications, to authorize any modifications, interoperation, or integrations that Customer makes or has-made;
and (iv) Customer will only use the Services on behalf of a third party (e.g., a physician, customer, or supplier) if and to the extent that Customer has obtained the third party’s written authorization for such use. Customer agrees that the use of the Services is at Customer’s sole risk. If Customer uses the Services in conjunction with any data, products, services, components, software, platforms, or other content provided by a third party, then Customer represents and warrants that it will comply with the terms and conditions required by such third-party providers, and Customer will be carrying the sole and entire risk in connection with such use.
11. 3. DentalRobot’s Representations and Warranties. DentalRobot warrants that the Services will be of commercially reasonable quality and will perform substantially in accordance with the technical specifications, documentation, policies, or procedures provided by DentalRobot. DentalRobot’s entire liability under this limited warranty will be at DentalRobot’s option to (i) repair or replace the Services or (ii) refund the fee paid by Customer for the Services as per the Order Form.
12. Publicity
Neither party will use the other party's name, logo, or trademarks, or issue any press release or public announcement regarding this MLA, without the other party's prior written consent, unless specifically permitted under this MLA or required by applicable law.
13. Confidential Information
13. 1. Confidentiality Obligation. Each party agrees to treat as confidential all Confidential Information of the other party, exercising at least the same degree of care as the party customarily exercises to protect its own proprietary information, but in no event with less than reasonable care. Neither party will, without the other party’s prior written consent, disclose any portion of the Confidential Information to any person or entity other than its employees, officers, directors, agents, or consultants who need access to the Confidential Information to fulfill the permitted uses described herein and who are abound to protect the Confidential Information on terms substantially similar to the terms of this MLA; or use Confidential Information except as necessary to exercise its rights or perform its obligations under this MLA. A party will not be required to maintain the confidentiality of Confidential Information that: (i) was rightfully in possession of the receiving party prior to receipt from the other party; (ii) is rightfully received from a third party without a duty of confidentiality; (iii) is disclosed with the other party's written consent; or (iv) the recipient is required to disclose by applicable law or court order.
13. 2. Survival. The obligation under this Section 13 will survive the termination of this MLA and will continue indefinitely. The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of this Section 13.2.2 and that either party may apply to any court of law or equity of competent jurisdiction for injunctive relief in order to prevent any such breach.
14. Data Protection
14. 1. Customer’s Data Privacy Representations. Customer represents and warrants that: (i) Customer has and will comply with all applicable laws, rules and regulations in the collection, handling, and disclosure of Personal Data and Protected Health Information, including but not limited to HIPAA; and (ii) Customer has all necessary rights and has procured any legally required consents and authorizations to transfer any.Personal Data to DentalRobot for DentalRobot to fulfill its obligations under this MLA, and such transfer of Personal Data and processing by DentalRobot will be in compliance with applicable Privacy Laws. At DentalRobot’s reasonable request, Customer will provide documentation to DentalRobot’s satisfaction demonstrating its compliance with this Section 14.1. DentalRobot will have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section 14.
14. 2. Personal Data and Protected Health Information. If Customer processes any Personal Data or Protected Health Information in connection with its use of the Services, Customer acknowledges that DentalRobot acts as a “service provider” (as that term is defined in the CCPA) with respect to any such Personal Data or Protected Health Information. Protected Health Information transmitted by Customer in the course of Customer’s business, whether to the Services or to any third party, will be subject to Customer’s privacy policy in its capacity as the controller of such Personal Data.
14. 3. Business Associate Agreement. If performance of this MLA involves the transmission, use or disclosure of Protected Health Information, then the parties acknowledge and agree to comply with the terms and conditions contained in the Business Associate Agreement.
14. 4. DENTALROBOT DOES NOT ASSUME ANY RESPONSIBILITY FOR CUSTOMER’S USE OR MISUSE OF PERSONAL DATA OR PROTECTED HEALTH INFORMATION OR OTHER INFORMATION TRANSMITTED, UPLOADED, OR STORED USING THE SERVICES. CUSTOMER AGREES TO INDEMNIFY DENTALROBOT, ITS PARENT, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS, AND AFFILIATES FROM ANY CLAIM, ACTION, OR CAUSE THAT MAYBE BROUGHT AGAINST CUSTOMER IN THE EVENT THAT PERSONAL DATA OR PROTECTED HEALTH INFORMATION IS COMPROMISED DUE TO CUSTOMER’S NEGLIGENCE OR FAILURE TO SECURE CUSTOMER’S COMPUTERS, NETWORKS, OR ACCOUNTS.
15. Indemnification
15. 1. Customer’s Indemnification. Customer will indemnify, defend, and hold harmless DentalRobot from and against any liability or expense arising from a third party claim based on: (i) Customer’s negligence, recklessness, or intentional misconduct; (ii) Customer’s use or misuse, or an authorized user’s use or misuse, of the Services or any Non-DentalRobot Application; (iii) Customer’s or an authorized user’s breach of any provision of this MLA or applicable laws, including but not limited to HIPAA and applicable data privacy laws; or (iv) a claim that Customer’s collection, use, disclosure, or retention of data and information infringes, misappropriates or violates any third party’s intellectual property rights, privacy rights, or other rights.
15. 2. DentalRobot’s Indemnification. DentalRobot will indemnify, defend, and hold harmless Customer from and against any liability or expense arising from a third-party claim based on DentalRobot’s gross negligence or intentional misconduct. If Customer’s use of the Services may infringe any third party intellectual property rights, DentalRobot may at any time and at its option and expense: (a) obtain for Customer a license to continue to use the Services that may infringe that third party’s rights; (b) modify the Services so as to avoid infringement while preserving substantially equivalent functionality; or (c) terminate the MLA and the licenses granted hereunder and refund to Customer the prepaid fees covering the remainder of the term of the applicable Services as specified in the Order Form. DentalRobot will have no liability for any claim if it would not have occurred but for: (1) modifications to or design or development of the Services made at Customer’s direction, whether such modifications, design, or development are made by DentalRobot or a third party; (2) the integration, interoperation, or use of the Services with third-party software, processes, code, equipment, data, information, materials, or content; or (3) Customer’s use of the Services other than in accordance with this MLA or any technical specifications, documentation, policies, or procedures provided by DentalRobot. CUSTOMER UNDERSTANDS AND AGREES THAT THIS SECTION 15 DESCRIBES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS.
15. 3. Indemnification Procedures. Each party’s indemnification obligations apply only if: (i) the indemnified party promptly notifies the indemnifying party in writing of any claim subject to indemnification; (ii) the indemnified party provides the indemnifying party with reasonable assistance, at the indemnifying party’s reasonable expense, for the defense and settlement of any claim; and (iii) the indemnified party provides the indemnifying party with the exclusive right to control and the authority to settle any claim; provided, however, that the indemnifying party will not settle any claim that affects the indemnified party’s rights without the indemnified party’s prior written consent (which will not be unreasonably withheld), and the indemnified party will have the right to participate in the matter at its own expense.
16. Disclaimer of Warranty
16. 1. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11.3 , THE SERVICES ARE PROVIDED TO CUSTOMER “AS IS” “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND. DENTALROBOT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. DENTALROBOT MAKES NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, DENTALROBOT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET CUSTOMER’S NEEDS OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF CUSTOMER’S COMPUTERS, NETWORKS, AND DEVICES.
16. 2. DENTALROBOT EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO ANY AGREEMENTS CUSTOMER MAY ENTER INTO WITH CUSTOMER’S PATIENTS OR CUSTOMERS, AND CUSTOMER WILL LOOK SOLELY TO SUCH PERSONS AND/OR ENTITIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY SERVICES CUSTOMER PROVIDES; AND DENTALROBOT WILL HAVE NO LIABILITY TO CUSTOMER OR CUSTOMER’S PATIENTS FOR CUSTOMER’S USE OF THE SERVICES. DENTALROBOT OFFERS NO ASSURANCE THAT CUSTOMER’S USE OF THE SERVICES WILL NOT VIOLATE ANY LAW OR APPLICABLE REGULATION. DENTALROBOT AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS.
17. Limitation of Liability
17. 1. IN NO EVENT WILL DENTALROBOT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, OR BUSINESS, LOSS OF USE, LOSS OF CUSTOMERS, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF CUSTOMER’S REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. EXCEPT FOR THE OBLIGATIONS AND LIABILITIES ARISING UNDER SECTION 15 (INDEMNIFICATION), OR A BREACH OF SECTIONS 10 (INTELLECTUAL PROPERTY) OR 13 (CONFIDENTIAL INFORMATION), IN NO EVENT WILL DENTALROBOT’S TOTAL, CUMULATIVE LIABILITY TO CUSTOMER UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE DATE ANY CLAIM OR CAUSE OF ACTION AROSE. Some jurisdictions do not allow the exclusion or limitation of certain warranties or consequential damages so some of the exclusions and/or limitations in this section may not apply to Customer.
18. Export Compliance
18. 1. Customer acknowledges and agrees that the Services are subject to export restrictions by the United States government and import restrictions by certain foreign governments. Customer will not and will not allow any third party to remove or export from the United States or allow the export or re-export of any part of the Services into (or to a national or resident of) any embargoed or terrorist-supporting country; to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency requires an export license or other governmental approval at the time of export or re-export unless Customer has obtained all necessary licenses or approvals; or otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Customer warrants that it is not located in, under the control of, or a national or resident of any prohibited country or on any prohibited party list. The Services may not be used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.
19. General
19. 1. Relationship of the Parties. The parties are independent contractors and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this MLA to benefit or create any right or cause of action in or on behalf of, any person or entity other than the parties. No party will represent that it has any right to bind the other party and will not to make any representations or warranties on behalf of the other party.
19. 2. Severability. If a court holds that any provision of this MLA is invalid or unenforceable under applicable law, the provision may be modified to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, it may be severed and deleted from this MLA. The change will affect neither the validity of the amended provision nor the validity of any other provision of this MLA, which will continue in full force and effect.
19. 3. No Waiver. A party’s failure or delay in enforcing any provision of this MLA will not be deemed a waiver of the right to enforce that provision or any other provision of this MLA at any time. Any waiver of any provision of this MLA must be in writing, specify the provision to be waived and signed by the party agreeing to the waiver.
19. 4. Force Majeure. Neither party will be liable for delays or failures to perform any of its obligations under this MLA to the extent caused by a Force Majeure Event; except that, in no event will any Force Majeure Event excuse Customer’s obligation to make timely payments to DentalRobot. The time for performance so delayed will be deemed to extend for the period of such delay.
19. 5. Entire Agreement. This MLA supersedes all prior agreements related to the subject matter herein and may be modified by DentalRobot in its sole and exclusive discretion. There are no other courses of dealing, understanding, agreements, representations, or warranties, written or oral, except as expressly stated in this MLA.
19. 6. Assignment. Customer may not transfer or assign any of its rights or obligations under this MLA, whether voluntarily or by operation of law, without the prior written consent of DentalRobot. DentalRobot may transfer or assign this MLA without restriction but shall provide prior notice to Customer and if Customer is opposed to such transfer or assignment, Customer may terminate this MLA and any Order Form. Any assignment in violation of the foregoing will be null and void.
19. 7. Dispute Resolution. If a dispute arises between the parties, a party must submit a written notice of the dispute to the other party. The parties will use their reasonable best efforts to resolve any dispute through good faith negotiations. If any such dispute cannot be resolved within thirty (30) calendar days of receipt of notice (or such other period to which the parties may agree), either party may submit the dispute to an arbitrator selected by mutual agreement of the parties. Unless the parties agree otherwise, the arbitration will be conducted according to the then existing rules of the American Arbitration Association and will take place in Miami-Dade County, Florida. The decision of the arbitrator will be final and binding upon the parties, and the parties will abide by and comply with such decision; except that, the arbitrator will not be empowered to award punitive damages. Arbitration fees and costs will be borne equally by the parties.
19. 8. Exclusivity. Nothing herein is intended to limit DentalRobot’s right to offer the Services to other clients, even if such clients compete with Customer.
19. 9. Counterparts. This MLA may be executed in any number of counterparts, each of which will be deemed an original, and all of which together will constitute one and the same agreement. Delivery of an executed counterpart of this MLA by electronic transmission or any other reliable means will be effective for all purposes as delivery of a manually executed original counterpart. Either party may maintain a copy of this MLA in electronic form.
19. 10. Notices. Except as otherwise provided under this MLA, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier, or electronic mail to the address provided in the signature blocks below. Each party hereby consents to receipt of any written noticed required by this MLA via electronic mail.
19. 11. Governing Law. Any dispute or claim arising out of or in connection with this MLA or this MLA’s subject matter will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. DentalRobot and Customer hereby consent to and submit to exclusive personal jurisdiction of any court located in Miami-Dade County, Florida, and hereby waive any right to challenge jurisdiction or venue in such courts.
