Terms

1.   ACKNOWLEDGEMENTS

1.1. The terms of this EULA apply to the Content or any services accessible through the Content (the “Services”), including any updates or supplements to any of the Content or Services, save to the extent provided in any separate agreement between us and you. If any open-source software is included in any Service, the terms of an open-source licence may override some of the terms of this EULA.

1.2. We reserve the right, in our sole discretion, to revise this EULA at any time without notice to you. You are responsible for reviewing the EULA each time you access the Content

1.3. The Content may contain material that is proprietary to third parties such as other users and/or links to other independent third-party websites (“Third-party Content”). Third-party Content is not under our control, and we are not responsible for and do not endorse its content. Your use or reliance upon the Third-party Content is at your own risk and you are solely responsible for investigating the veracity, accuracy and completeness of the Third-Party Content. We are not responsible for any privacy issues applicable to any Third-party Content. You will need to make your own independent judgement regarding your interaction with any Third-party, including the purchase and use of any products or services accessible through them.

We grant you a non-transferable, non-exclusive licence to access the Content, subject to the terms of this EULA.

Except where expressly permitted by this EULA, you agree:

a).      not to use or access the Content unless you are a dental professional business user;

b).      not to copy the Content except where such copying is incidental to normal use of the Content, or where it is necessary for the purpose of back-up or operational security;

c).      not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Content;

d).      not to make alterations to, or modifications of, the whole or any part of the Content, or permit the Content or any part of it to be combined with, or become incorporated in, any other programs;

e).      not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Content or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Content with a software program, and provided that the information obtained by you during such activities:

i).       is used only for the purpose of achieving inter-operability of the Content with a software program;

ii).     is not unnecessarily disclosed or communicated without our prior written consent to any third party; and

iii).    is not used to create any software that is substantially similar to the Content;

f).       to keep all copies of the Content secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Content;

g).      to include our copyright notice on all entire and partial copies you make of the Content on any medium;

h).      not to provide or otherwise make available the Content in whole or in part, in any form to any person without prior written consent from us; and

i).       to comply with all technology control or export laws and regulations that apply to the technology used by or in support of the Content or any Service (“Technology”), together “Licence Restrictions”.

4.1. If user information is requested in order to access or in the course of your use of the Content, you agree to provide accurate and complete information to us and we will take all reasonable steps to ensure that any such information you provide to us is kept confidential by us.

4.2. By sending us any such user information you are granting to us an unrestricted, perpetual, irrevocable and non-exclusive licence to use that information, and to pass that information to any supplier we may use for the purpose of facilitating the provision of the Content or Services.

4.3. Any information you provide to us shall be dealt with by us in accordance with our privacy policy which is available on request as amended from time to time (“Privacy Policy”) and, where such information constitutes Personal Data, we will comply with all our obligations under the Data Protection Act 1998 which arise in relation to such Personal Data and you shall render such assistance and co-operation as is reasonably necessary or reasonably requested by us in that respect.

You must (and must procure that anyone else you authorise to access the Content must) not:

a).      use the Content or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Content or any operating system;

b).      reproduce, alter, modify, republish, copy, transmit or distribute the Content for commercial use, for the creation of derivative works, or for public display in any form or by any means, except as otherwise permitted by this EULA;

c).      infringe our intellectual property rights or those of any third party in relation to your use of the Content or any Service;

d).      transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Content or any Service;

e).      use the Content or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

f).       collect or harvest any information or data from the Content or any Service or our systems or attempt to decipher any transmissions to or from the servers running the Content or any Service;

g).      use the Content in a manner which limits any other user from enjoying the benefits of the Content;

h).      transmit any Third-Party Content that contains any worm, trap door, or back door that would allow unauthorised access to the Content;

i).       use any robot, spider, rover, scrape or any other datamining technology or automatic manual process to monitor, cache, frame, mask, extract data from, copy or distribute the Content, or any portion thereof, unless expressly authorised in writing by us;

j).       use any programme, tool, application, protocol or device to perform automated entry of data into the Content, including without limitation, automation of HTTP SUBMIT into any HTML form on the Content or to copy, scrape or remove any data, information or other material from the Content for any purpose, whether or not any of the Content, data, information or other material taken is used, redistributed, transmitted, publicly displayed, altered, reformatted or discarded;

k).      overburden or impose a disproportionately large load on our infrastructure;

l).       use the Content in connection with or for the benefit of any commercial enterprise or competing business; and

m).    remove, alter or obscure any copyright or trademark notice, name, mark, logo or URL on the Content, together “Acceptable Use Restrictions”.

You acknowledge that:

a).      all intellectual property rights in the Content and the Technology anywhere in the world, including all right, title and interest in the look and feel, information, text, graphics, images, sound and video materials, logos, designs, software, trademarks, service marks, trade dress, trade names, the URL and the compilation, coordination, selection and arrangement of any of these elements remains our property or the property of our licensors;

b).      use of the Content is licensed (not sold) to you;

c).      you have no rights in, or to, the Content or the Technology other than the right to use the Content in accordance with the terms of this EULA;

d).      You acknowledge that you have no right to have access to the Content in source-code form; and

e).      Any reliance you place on the material contained in the Content is at your own risk.

7.1. You expressly acknowledge and agree that use of the Content is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.

7.2. To the maximum extent permitted by applicable law, the Content and any Services performed or provided by the Content are provided “as is” and “as available”, with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions with respect to the Content and any Services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment and non-infringement of third party rights. We do not warrant against interference with your enjoyment of the Content, that the functions contained in, or Services performed or provided by, us will meet your requirements, that the operation of the Content or Services will be uninterrupted or error-free, or that defects in the Content or Services will be corrected. No oral or written information or advice given by us or any authorised representative shall create a warranty. Should the Content or Services prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, in which case certain of the above exclusions and limitations may not apply to you.

8.1. You acknowledge that the Content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Content meet your requirements.

8.2. We only supply the Content for your personal use. You agree not to use the Content for any commercial resale purposes,

8.3. In no event will we, our officers, employees, contractors, subcontractors, suppliers, agents, subsidiaries, successors or assigns be liable to any party for any direct, indirect, economic, punitive, exemplary, special or consequential damages, loss of goodwill, loss of profits, loss of business, business interruption, or loss of business opportunity. arising out of, or in connection with, the use of, or reliance upon, the Content or use of, or reliance upon, any Third-Party Content including, without limitation, any liability arising out of breach of contract, negligence or any other statutory, contract and/or tort liability, even if we have been expressly advised of the possibility of such damages. The term “damages” includes, without limitation, solicitor fees, any lost profits, business interruption and loss of programmes or other data on an information processing system. We expressly disclaim any liability under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or any other area of law, arising out of the use or availability of Third-Party Content and end-user materials, or statements or opinions posted on the Content.

8.4. Our maximum aggregate liability under or in connection with this EULA (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the aggregate value of any licence fees paid or payable by you to us. This does not apply to the types of loss set out in condition 8.5.

8.5. Nothing in this EULA shall limit or exclude our liability for:

a).      death or personal injury resulting from our negligence;

b).      fraud or fraudulent misrepresentation; and

c).      any other liability that cannot be excluded or limited by English law.

You agree to indemnify, defend and hold us, our agents, officers, employees, successors and assigns harmless from and against any claims, demands and liability, including, but not limited to, reasonable legal fees arising out any third party claims arising out of your use of the Content, other than in accordance with this EULA or any misrepresentations, negligence, wilful misconduct, breach of warranty or non-performance of any of the covenants or obligations under this EULA.

10.1.  We may terminate this EULA immediately by written notice to you at our discretion for any reason including (without limitation).

a).      if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so;

b).      if you breach any of the Licence Restrictions or the Acceptable Use Restrictions; or

c).      in the event of termination of any underlying service or licence agreement between you and us.

10.2.  On termination for any reason:

a).      all rights granted to you under this EULA shall cease;

b).      you must immediately cease all activities authorised by this EULA, including your use of any of the Content or Services;

c).      we may cease providing you with access to the Content.

11.1.  If you wish to contact us in writing, or if any condition in this EULA requires you to give us notice in writing, you can send this to us by e-mail to [ADDRESS] or by prepaid post to Safe Ortho Limited, Flat 7-9 The Avenue, Eastbourne, East Sussex, UK, BN21 3YA. We will confirm receipt of this by contacting you in writing, normally by e-mail.

11.2.  If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the e-mail address or address you provide to us.

12.1.  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).

12.2.  If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:

a).      our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

b).      we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.

13.1.  We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.

13.2.  You may only transfer your rights or obligations under this EULA to another person if we agree in writing.

13.3.  If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

13.4.  Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

13.5.  Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.

This EULA has been entered into on the date that you clicked to accept its terms upon accessing the Content.