IMCISOR SUBSCRIPTION SERVICES AGREEMENT

IMCISOR SUBSCRIPTION SERVICES AGREEMENT
Imcisor Inc. (“Imcisor”/ “we”/ “us”/“our”) provides software-as-a-service for dental intelligence
management through our app which can be accessed by web-browser at the URL: . Through Imcisor’s
website, www.imcisor.comhttp://app.imcisor.com (the “Website”), Imcisor makes available functionality
that enables dental practices to enter treatment plans, to retrieve data by procedure or aggregated, to
compare with historical data, to observe trends, to follow-up on pending and accepted treatment plans,
and to gather automatically or on demand specific reports (the “Services”). The Services are provided
through Imcisor’s software platform. For greater certainty a “User” or “you” is any administrator (both
clinician and non-clinician) as well as any other users who are added as ‘specialists’ in a clinic’s profile
for access and use of the Services on behalf of the clinic.
THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS THAT ARE APPLICABLE TO THE
SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY
EXECUTING A PURCHASE ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO
THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF A CLINIC OR OTHER
ENTITY CONTRACTING TO USE THE SERVICES, YOU REPRESENT AND WARRANT THAT (I)
THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS
AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH
ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS
AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT
THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES.
1. USE OF IMCISOR SERVICES
a. Access to the Services. If you subscribe to use the Services, you will have access to the Imcisor
platform and the Services. You may not use the Services if you are a competitor of Imcisor. You
must not disclose any confidential information about Imcisor or its technology including any nonpublic information such as benchmarking and performance data relating to the Services and the
Imcisor software platform. You are not allowed to make copies of the reporting or data entry system
for any purpose including but not limited to making it available to third parties such as software
management companies.
b. License. Imcisor hereby grants to you a limited, non-exclusive, non-transferable license to use our
Services during the term of your subscription within your business and not for resale or further
distribution. Your right to use our Services is limited by all terms and conditions set forth in these
Terms. Imcisor further grants you a non-exclusive, non-transferable license to use the Imcisor web
applications and mobile applications in order to receive and make use of the Services. For greater
certainty, any software provided is licensed; not sold.
c. Retained Rights. Our Services are protected by applicable intellectual property laws, including
Canadian and US copyright law and international treaties. Except as expressly permitted by
applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify,
translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our
Services; or (ii) rent, lease or sublicense access to the Services.
d. Content. You are solely responsible for any content which you create and any data which you
upload or process through the use of the Services. In particular you are responsible for ensuring
appropriate consents are obtained from any patients or other individuals whose personal information
you collect through the Services.
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2. PROPRIETARY RIGHTS.
a. Imcisor Materials. Imcisor will retain ownership of all of its proprietary technology used to provide
the Services including all software and data entry forms. All of the back-end hardware and servers
used to provide the Services is either owned or licensed by Imcisor from third party providers.
b. Customer Data. As between you and Imcisor, you will own and retain all right, title and interest in
and to data entered by referring dentist and pertaining to any specific specialist (including any
Personal Information contained in the same) (collectively, “Customer Data”).
c. License to Customer Data. You hereby grant Imcisor and its affiliates a non-exclusive, royalty-free,
worldwide sub-licenseable right and license to access and use the Customer Data in order to perform
the Services as contemplated by this Agreement.
d. Aggregate Data. You agree that Imcisor may collate, modify and create aggregate, non-personally
identifiable information from the Customer Data and from use of the Services and may freely use
such information for any purposes. Imcisor may reuse all general knowledge, know-how, work and
technologies acquired during provision of the Services.
e. Suggestions. Imcisor shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable,
perpetual, unrestricted license to use and/or incorporate into the Services any suggestions,
enhancement requests, recommendations or other feedback provided by you or your users relating to
the operation of the Services.
f.
General Learning. Imcisor compiles and analyzes usage and performance of the Services
(“Compiled Data”) and uses Compiled Data to build features and improve the functionality and
feature set of the Services. Imcisor shall have exclusive ownership of any Compiled Data and the
exclusive right to use the same for any purpose, provided that Imcisor shall not distribute any
Compiled Data in a manner which identifies your business or your users.
3. CONFIDENTIALITY
Any information not generally known to the public that is disclosed by one Party (the “Disclosing
Party”) to the other Party (the “Receiving Party”) in connection with this Agreement and that has
been identified as proprietary and/or confidential shall be kept in strict confidence by the Receiving
Party and may only be used or disclosed with permission of the Disclosing Party. This Section will
not apply to any information which is in the public domain (otherwise than through breach of this
Agreement); is known by the Receiving Party prior to its disclosure by the Disclosing Party or is
independently developed by the Receiving Party without breach of the obligations contained in this
Agreement; or has been received by the Receiving Party from a third party who is not subject to
obligations similar to the obligations contained in this Agreement.
4. TECHNICAL SUPPORT, CONSULTATION AND CHANGES TO SERVICES
a. Technical Support. Imcisor will provide technical support to you during the term of your
subscription if you call the support desk or email Imcisor. Training materials, which explain the
features and capabilities of the Services, may be available on the Website.
b. Consultation Services. From time to time you may receive or request recommendations, reports and
insights from Imcisor as part of the Services. Any recommendations, insights or other content from
consultation services are intended to provide general guidance for the internal use of the recipient
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organization, who accepts full responsibility for its use. The information is provided with the
understanding that Imcisor is not recommending any specific actions. Imcisor endeavors to provide
accurate and reliable insights and any recommendations, whether contained in reports or otherwise,
have been provided in good faith based on third party data available at the time generated.
Accordingly, Imcisor does not guarantee or warrant the accuracy, reliability, completeness or
currency of the information or its usefulness in achieving any purpose. Accordingly all
recommendations and information provided to you are provided “as is”, without warranty of any
kind, express or implied, including, but not limited to any warranties of performance, merchantability,
merchantable quality or fitness for a particular purpose. In no event will Imcisor, or its partners,
suppliers, employees or agents, be liable to the recipient organization or anyone else for any loss,
damage, cost or expense of any kind, including any consequential, special or similar damages, arising
in connection with results obtained from the use of this information, any decision made or action
taken in reliance on any information or recommendations provided as part of our consultancy
services.
c. Changes to Services. The Services are continually being developed, modified and/or enhanced. You
will be provided access to any new features we generally make available to the Services during the
term of your subscription. However, you acknowledge and agree that the Services are provided ‘as
is’ and you are not subscribing to use the Services based on any expectation of future features or
functionality.
5. PAYMENT TERMS
5.1 Fees. In order to sign up to use the Services, you must pay a subscription fee which will be
trimestrial or annual or in such other periods of time as indicated on the Website from time to time.
Subscription fees are payable in advance will vary depending on the number of Users, how many sets
of individual reports are generated, how many referring dentists are inputted and other similar
parameters. Custom reports and other tasks will be billed separately. For a list of our subscription and
consultation fees, speak to an Imcisor sales agent who will provide a customized quote for you. All
fees are non-cancellable and non-refundable.
5.2 Suspension of Service. If any amounts owed by you under this Agreement are more than fifteen (15)
days overdue, in addition to any of Imcisor’s other rights and remedies under this Agreement, Imcisor
shall have the right to suspend the Services until such amounts are paid in full.
5.3 Taxes. All charges and fees provided for in this Agreement are exclusive of and do not include
any foreign or domestic governmental taxes or charges of any kind imposed by any federal, state,
provincial or local government on the transactions contemplated by this Agreement, including
without limitation excise, sales, use, property, license, value-added taxes, goods and services,
harmonized, franchise, withholding or similar taxes, customs or other import duties or other taxes,
tariffs or duties other than taxes that are imposed based on the net income of the receiving party. Any
such taxes that are otherwise imposed on payments to the receiving party shall be the sole
responsibility of the paying party.
6. TERM AND TERMINATION
a. Term. Your subscription will begin on signature of a purchase order or click accepting these terms.
This Agreement will remain in full force and effect for the duration of the term of your subscription,
unless terminated sooner in accordance with Section 6(b).
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b. Termination. Either party may terminate this Agreement with written notice if the other party (i)
fails to correct a material breach of its obligations under this Agreement within thirty (30) days after
receipt by such other party of written notification from the notifying party of such material breach;
(ii) ceases to carry on business as a going concern; or (iii) files a bankruptcy petition or has such a
petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of
creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency
proceedings are instituted by or against the other party.
c. Survival. The obligations of the parties under this Agreement that by their nature would continue
beyond expiration, termination or cancellation of this Agreement (including, without limitation, the
warranties, indemnification obligations, confidentiality requirements, ownership and proprietary
rights) shall survive any such expiration, termination or cancellation.
7. WARRANTIES; INDEMNITY
a. Data Warranties. You represent and warrant that you have all rights necessary to provide Imcisor
with access to data (including Customer Data) for use in accordance with the terms of this Agreement
and use by Imcisor of Customer Data and any other data or materials provided by you for use in
accordance with the terms of this Agreement will not violate the rights of any third party.
b. Indemnity. You agree to indemnify Imcisor and its officers, directors, agents, and employees
harmless from and against any and all loss, damage, claims, demands, actions and costs (including
legal/attorney fees), charges, expenses and liabilities of whatsoever nature incurred directly or
indirectly out of or in connection with breach or alleged breach of the warranties in Section 7b.
8. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF
THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE SERVICES IS PROVIDED WITHOUT WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM IMCISOR OR THROUGH THE SERVICES WILL CREATE ANY
WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING,
IMCISOR, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE
SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE
AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE;
OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
IMCISOR, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR
LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION
DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE
LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICES.
IMCISOR’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING AS A
RESULT OF OR RELATED TO THIS AGREEMENT, SHALL NOT EXCEED AN AMOUNT
EQUAL TO THE AMOUNT ACTUALLY PAID BY YOU TO US PURSUANT TO THIS
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AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
10. GENERAL
You may not assign or transfer any interest under this Agreement without the written consent of
Imcisor. This Agreement is governed by the laws of the Province of Ontario, Canada and constitutes
the entire agreement between the parties with respect to the subject matter herein. If any part of this
Agreement is held to be invalid or otherwise unenforceable, the provision shall no longer form part of
this Agreement. No failure or delay by either party in exercising any right, power or privilege
hereunder shall operate as a waiver of such right, power or privilege. It is not intended that any
agency or partnership relationship be created by this Agreement.
11. CONTACT.
If you are interested in more information about our services you should reach out to us at
info@imcisor.com.
LAST UPDATED: January 30, 2015
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