IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. This document constitutes a legally binding agreement between you ("the Licensee") and Denttrack Pvt Limited ("the Licensor", "we", or "us"). By proceeding, you acknowledge and accept this licence ("Licence") for the Denttrack software, including any free updates, upgrades, patches, fixes, or workarounds provided by the Licensor, as well as any associated data, media, or documentation (collectively referred to as "Denttrack").
BY CLICKING 'ACCEPT' ON SUBSCRIPTION PURCHASE YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PROCEED WITH THE PURCHASE OR USE OF DENTTRACK.
1. Definitions
In this Agreement:
"Authorised Users" means your personnel who are authorised to access and use Denttrack under this Agreement. You are responsible for any breaches of this Agreement by your Authorised Users.
"Business Day" means a day other than a Saturday, Sunday or public holiday in England.
"Confidential Information" means all information relating to a party's business which may reasonably be considered to be confidential in nature including information relating to that party's technology, know-how, Intellectual Property Rights, products and customers. All information relating to the Software including any technical or operational specifications or data shall be part of the Licensor's Confidential Information.
"Content" means resources available to you on Denttrack.
"Content Contributor" means the Licensor or third party authors of the Content.
"Effective Date" means the date on which you click "Accept" to this Agreement.
"Fees" means the fees payable in advance by you to us in consideration of the licence to Use Denttrack and the Content under the terms of this Agreement.
"Intellectual Property Rights" means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
- (a) whether registered or not;
- (b) including any applications to protect or register such rights;
- (c) including all renewals and extensions of such rights or applications;
- (d) whether vested, contingent or future; and
- (e) wherever existing.
"Permitted Usage Rights" means the permitted number of concurrent users and the Denttrack benefits and features available to you under the level of membership you choose on the Effective Date.
"Use" means to access, connect to, download and use Denttrack.
"Term" means the Initial Term and any Renewal Terms as defined in clause 2.
"Third Party Software" means any third party software in Denttrack.
"Update" means a software maintenance update, patch or bug-fix which does not constitute an Upgrade.
"Upgrade" means a version or release of software intended to have new or improved functionality or designated by the Licensor as an upgrade.
"VAT" means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.
2. Term
This Agreement commences on the Effective Date and shall continue for one (1) calendar year from that date ("Initial Term"). Following expiry of the Initial Term, this Agreement shall renew automatically for further successive renewal periods of one (1) calendar year each (each calendar year is a "Renewal Term") unless not less than three (3) months' notice of termination is given by one party to the other before the expiry of the Initial Term or the applicable Renewal Term.
3. Permitted Use
Except as expressly permitted under this Agreement or by law, you shall not:
- 3.1.1. use, copy, modify, adapt, correct errors, or create derivative works from, Denttrack or the Content;
- 3.1.2. decode, reverse engineer, disassemble, decompile or otherwise translate, or make alterations to, the Denttrack software or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Denttrack software, other than as expressly permitted under sections 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice in writing to us);
- 3.1.3. assign, commercialise, rent, loan, transfer, provide access to, sub-licence, lease, resell, distribute or otherwise deal in or encumber the Denttrack software;
- 3.1.4. remove or modify any copyright or similar notices of the Licensor's or Content Provider's on Denttrack or the Content;
- 3.1.5. Use Denttrack, or permit it to be Used by or on behalf of any third party, otherwise than for your internal business purposes; or
- 3.1.6. interfere with any license key mechanism in the Denttrack software or otherwise attempt to circumvent or interfere with any security features of the Denttrack software or mechanisms intended to limit your use.
- 3.2. You shall not exceed the Permitted Usage Rights and you acknowledge that you shall be required, without prejudice to any other rights or remedies to which we may be entitled, to pay us at our then current rates for any additional usage of Denttrack.
- 3.3. You shall Use Denttrack at all times in accordance with any instructions or user guidance and all other terms of this Agreement.
- 3.4. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of Denttrack (including any use in excess of the Permitted Usage Rights).
- 3.5. Notwithstanding clause 3.1.1, you and your Authorised Users may make copies, modifications and create derivative works from the Content to the extent necessary for internal business purposes.
4. Authorised Users
- 4.1. You shall ensure that each Authorised User is aware of and complies with the terms of this Agreement.
- 4.2. You shall provide each Authorised User with a unique username and password to access Denttrack. Authorised Users may not share their registered password or give access to Denttrack or Content to any other person.
5. Intellectual Property Rights
- 5.1. All Intellectual Property Rights in Denttrack shall be and remain vested in the Licensor and all Intellectual Property Rights in the Content shall be and remain vested in the Content Contributor.
- 5.2. No intellectual property rights Denttrack or the Content are transferred to you or your Authorised Users and nothing in this Agreement is intended to assign or transfer any title or interest (including legal or equitable) in Denttrack or the Content and their Intellectual Property Rights to you or your Authorised Users. You shall notify us immediately if you become aware of any unauthorised use of the whole or any part of the Licensor's or Content Contributor's Intellectual Property Rights.
- 5.3. We hereby grant you a non-exclusive, non-transferable, revocable licence to use Denttrack and the Content in accordance with this Agreement. Denttrack and the Content are for your personal use and use in the ordinary course of your business. You are not permitted to use Denttrack and the Content for commercial exploitation or for use in a competing product or service.
- 5.4. From time to time, the Content Contributors will provide updates to the Content such as amendments to existing content to reflect any regulatory or legal changes, provision of new content or removal of Content which is no longer compliant due to regulatory or legal changes. It is your responsibility to check for such updates. We may, at our discretion change, remove, suspend or discontinue any aspect of Denttrack or the Content at any time, including the availability of any Content.
- 5.5. No advice. Denttrack and the Content should not be considered a substitute for bespoke advisory or consultancy services.
- 5.6. We disclaim any and all liability resulting from misuse of Denttrack and the Content, which includes making edits, changes or deletions to the Content in part or whole.
6. Privacy Policy
- 6.1. All information obtained by us in connection with your use of Denttrack, including information about Authorised Users, shall be used by us in accordance with our privacy policy. Please read this for details of how we may process personal data.
- 6.2. You acknowledge and agree, Denttrack is not intended for processing or storing information and data (including personal data) about your patients. Any upload or storage of your patient information on Denttrack shall be deemed unauthorised Use of Denttrack.
7. Payment
- 7.1. Fees shall be payable by you monthly in advance. The fees are exclusive of amounts in respect of any applicable value added tax ("VAT") and/or sales tax.
- 7.2. We may increase the applicable fees for any Renewal Term.
8. Termination for Cause
We may terminate this Agreement at any time by giving you notice in writing if you commit a material breach which is: (a) not remediable; or (b) in the case of a remediable material breach, it is not remedied within ten (10) Business Days of receiving notice of such breach.
9. Consequences of Termination
- 9.1. Immediately on termination or expiry of this Agreement (for any reason), the licences and rights granted by us shall terminate and you shall (and, if applicable, shall procure that each Authorised User shall):
- 9.1.1. stop Using, uninstall, delete or otherwise remove Denttrack from all computers or devices in your and any Authorised User's possession or control; and
- 9.1.2. if we so request, provide us with written confirmation to us that you and any Authorised Users have complied with clause 9.1.1.
- 9.2. You shall be responsible for backing up your data regularly and extracting it from Denttrack prior to the termination or expiry of this Agreement. We shall not be obliged to provide you with any assistance extracting or recovering data whether during or after the Licence Term.
- 9.3. Notwithstanding clause 9.2, if upon termination or expiry of this Agreement you reasonably request us to download and deliver to you your data stored on Denttrack at the date of termination, we shall do so and, if reasonably requested, provide you with written confirmation that we have done so.
- 9.4. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
10. Force Majeure
We shall not be liable if we are prevented, hindered or delayed in providing access to the Denttrack or the Content to you due to any cause beyond our reasonable control. We undertake, however, to make reasonable endeavours to overcome any difficulties so occasioned but reserve the right to cancel, suspend or vary our obligations in these circumstances.
11. Indemnity
- 11.1. You shall indemnify us from and against all liabilities, costs, expenses, damages and losses arising out of or in connection with a third-party claim arising as a result of any unauthorized use of the Denttrack or the Content by you or any Authorised User.
- 11.2. Upon receipt of notice of a claim, action or proceeding in respect of which indemnity may be sought under clause 11.1, we shall promptly notify you in writing and shall not settle any such claim, action or proceeding without your written consent, which shall not be unreasonably withheld. You shall at your own expense assume and control the defence of any litigation or proceeding in respect of which indemnity is sought. We shall provide you with such assistance (at your cost) you may reasonably require.
12. Limitation of Liability
- 12.1. Without prejudice to the remaining provisions of this clause you agree that your use of Denttrack and the Content is at your sole risk and acknowledge that Denttrack and the Content is provided "as is" and "as available". We make no representations or warranties and, to the fullest extent allowed by law, exclude all implied warranties (including, but not limited to, warranties of satisfactory quality, title and fitness for a particular purpose) regarding Denttrack and the Content and your use of Denttrack and the Content.
- 12.2. Nothing in this Agreement shall exclude or limit either party's liability for fraud or intentional unlawful conduct, or death or personal injury resulting from its negligence.
- 12.3. Neither party shall be liable to the other party for any incidental, punitive, indirect, special or consequential damage, loss or expense, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by the other party, or any losses arising from any viruses, worms, "Trojan horses" or similar programs.
- 12.4. Without prejudice to the limitation of liability provisions above, if you incur any loss, damage or expense arising out of your authorised use of Denttrack and the Content, you agree that our liability to you under this Agreement shall be limited to the fees for then current Renewal Term in which the claim arose, or in the case of claims during the Initial Term, the fees paid for the Initial Term.
13. Governing Law and Jurisdiction
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute which may arise in relation to it whether in contract, tort or otherwise.