End User License Agreement

INTRODUCTION AND ACCEPTANCE

This End User License Agreement (“Agreement”) is entered into by and between Dentalink IPA (“Dentalink”) and the undersigned licensee (“User”). By downloading, accessing, or using the software, content, and services provided by Dentalink, User acknowledges and agrees to be bound by the terms and conditions set forth in this Agreement. This Agreement becomes effective upon the User’s acceptance, as evidenced by their use of Dentalink’s services.

LICENSE GRANT

Pursuant to the terms and conditions of this Agreement, Dentalink grants User a non-exclusive, non-transferable, and revocable license to use the software and documentation provided by Dentalink (“Licensed Materials”), solely for User’s business operations in accordance with the terms and conditions of the Dentalink IPA Membership Agreement. This license does not grant the User any right to sell, lease, distribute, sublicense, or otherwise transfer the Licensed Materials to any third party.

User acknowledges that all rights, title, and interest in and to the Licensed Materials, including any modifications, enhancements, and updates, remain the exclusive property of Dentalink and are protected under applicable intellectual property laws. User agrees not to modify, adapt, translate, or create derivative works from the Licensed Materials without express written permission from Dentalink.

USE RESTRICTIONS

User shall not, and shall not permit any third party to, directly or indirectly:

1. Modify, translate, adapt, or create derivative works from the Licensed Materials;
2. Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Licensed Materials;
3. Remove, alter, or obscure any copyright, trademark, or proprietary notices from the Licensed Materials;
4. Rent, lease, sublicense, sell, assign, distribute, or otherwise transfer access to the Licensed Materials;
5. Use the Licensed Materials in violation of any law, regulation, or third-party rights;
6. Use the Licensed Materials for any purpose that is to Dentalink’s commercial disadvantage.

INTELLECTUAL PROPERTY RIGHTS

Ownership of all intellectual property rights in the Licensed Materials remains with Dentalink. User acknowledges that unauthorized use of the Licensed Materials may cause irreparable harm to Dentalink. Accordingly, User agrees to:

• Use the Licensed Materials solely as authorized under this Agreement;
• Immediately notify Dentalink of any unauthorized use or disclosure of the Licensed Materials;
• Cooperate with Dentalink to prevent further unauthorized use.

TERM AND TERMINATION

This Agreement remains in effect until terminated. Either party may terminate this Agreement at any time by providing written notice. Dentalink reserves the right to terminate this Agreement immediately if User breaches any provision. Upon termination, User shall:

• Cease all use of the Licensed Materials;
• Destroy all copies of the Licensed Materials in their possession;
• Provide written certification to Dentalink confirming the destruction of all Licensed Materials.

WARRANTIES AND DISCLAIMERS

Dentalink warrants that it has the right to grant this license. However, Dentalink does not guarantee that the Licensed Materials will operate without errors or meet all User requirements.

EXCEPT AS EXPRESSLY PROVIDED, THE LICENSED MATERIALS ARE PROVIDED “AS IS.” DENTALINK DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, Dentalink shall not be liable for any:

• Indirect, incidental, special, consequential, or exemplary damages;
• Loss of revenue, profits, or data;
• Business interruptions resulting from use of the Licensed Materials.

Dentalink’s total liability under this Agreement shall not exceed the amount paid by the User for the Licensed Materials during the membership term.

INDEMNIFICATION

User agrees to indemnify and hold harmless Dentalink, its officers, directors, employees, and affiliates from any claims, losses, damages, liabilities, costs, and expenses (including attorneys’ fees) arising from:

• User’s breach of this Agreement;
• Unauthorized use of the Licensed Materials;
• Violation of any third-party rights.

CONFIDENTIALITY

User agrees to keep confidential all non-public information received from Dentalink, including proprietary business information, trade secrets, and technical data (“Confidential Information”). User shall not disclose Confidential Information to any third party without Dentalink’s prior written consent.

This confidentiality obligation survives termination of the Agreement for a period of five (5) years, except for trade secrets, which must remain confidential indefinitely.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any disputes arising from this Agreement shall be resolved exclusively in the state or federal courts of Collin County, Texas. Both parties consent to personal jurisdiction in Texas courts.

DISPUTE RESOLUTION

Any disputes arising under this Agreement shall be settled through binding arbitration under the rules of the American Arbitration Association (AAA). The arbitration shall take place in Texas and shall be conducted in English. Each party shall bear its own costs and attorney’s fees, except that arbitration fees shall be split equally.

MISCELLANEOUS

• Severability: If any provision of this Agreement is found invalid, the remainder of the Agreement shall remain in full force and effect.
• Assignment: User may not assign this Agreement without Dentalink’s prior written consent.
• Notices: All notices under this Agreement shall be sent in writing to the contact details provided on the Dentalink IPA Contact Page.
• Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements related to the Licensed Materials.

For further assistance, please contact Dentalink IPA at contact@dentalinkipa.com.