Software License Agreement
Last Updated: 1 January 2023
This Software License Agreement (“SLA”) sets forth the terms and conditions pursuant to which EON DENTAL JORDAN (FREE ZONES) a limited liability corporation registered with the Jordan Free and Development Zones Group under registration number 2942 (“Eon Dental”) shall provide Purchaser with access to the Eon Systems.
This SLA shall govern the contractual relationship between Eon Dental and Purchaser, along with the Product Supply Agreement (“PSA”), and, where applicable, the Treatment Services Agreement (“TSA”) (together the “Agreements”). If any term in this SLA conflicts with a term in the PSA or the TSA, then the SLA shall prevail.
Capitalized terms not defined herein shall, unless otherwise indicated herein, have the same meanings ascribed to them in the PSA. The following terms will have the following meaning (words importing the singular include the plural and words importing the plural include the singular):
“Administrative Users” means the Purchaser’s employees, directors, and advisors who are authorized by the Purchaser to access and use the Eon Systems on behalf of the Purchaser under the rights granted to Purchaser pursuant to this SLA.
“Authorized Users” means the Administrative Users and the Purchaser’s Users.
“Purchaser Data” means all information, data (including Patient Data), and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Purchaser or an Authorized User through Eon Systems.
“Purchaser Users” means the Purchaser’s own customers who are authorized by the Purchaser to access and use the Eon Systems on behalf of the Purchaser under the rights granted to Purchaser pursuant to this SLA.
Eon Dental hereby grants to the Purchaser a personal, restricted, non-transferable, non- exclusive license to use the Eon Systems for the purposes and during the term of the PSA, solely for use by Authorized Users. 2.2. Except for the license set forth in Article 2.1 nothing in this SLA shall constitute an assignment or transfer of any Intellectual Property Rights by Eon Dental to the Purchaser and all right, title and interest in the Eon Systems will remain solely with Eon Dental. 2.3. The Purchaser and its Authorized Users hereby grant Eon Dental (and its service providers and contractors) a limited, revocable, worldwide, royalty-free license to reproduce, modify, distribute, transfer, transmit, or otherwise use or process the Purchaser Data (or any portions thereof) for the purpose of performing its obligations under the PSA, this SLA and any of the Agreements.
3.1. Except to the extent expressly permitted in this SLA or required by law on a non-excludable basis, the license to use the Eon Systems granted by Eon Dental to the Purchaser under this SLA is subject to the following restrictions: the Purchaser shall not at any time, either during or after the term of this SLA, directly or indirectly to: (i) permit any unauthorized Person to access or use the Eon Systems (ii) copy, modify, or create derivative works of the Eon Systems, in whole or in part; (iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Eon Systems; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of Eon Systems, in whole or in part; (v) remove any proprietary notices from the Eon Systems; or (vi) use the Eon Systems in any manner or for any purpose beyond the scope of access granted in this SLA including any activity that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates the Data Protection Laws.
3.2. Eon Dental reserves all rights not expressly granted to Purchaser in this SLA. Except for the limited rights and licenses expressly granted under this SLA, nothing in this SLA grants, by implication, waiver, estoppel, or otherwise, to Purchaser or any third party any Intellectual Property Rights of Eon Dental.
3.3. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Eon Dental or any third party any Intellectual Property Rights of the Purchaser.
The Purchaser is responsible and liable for all Purchaser Data as well as uses of the Eon Systems. Without limiting the generality of the foregoing, Purchaser is responsible for all Purchaser Data, acts and omissions of Authorized Users, and any Purchaser Data, act or omission by an Authorized User that would constitute a breach of this SLA will be deemed a breach of this SLA by Purchaser. Purchaser shall use reasonable efforts to make all Authorized Users aware of the provisions of this SLA as applicable to such Authorized User’s use of the Eon Systems, and shall cause Authorized Users to comply with such provisions.
4.2. The Purchaser must:
(i) Not Disrupt or pose any security risk to the Eon Systems or any other purchaser or vendor of Eon Dental using the Eon Systems. The Purchaser must not input, upload, transmit or activate any information, data or other content that are unlawful or injurious, or contain, transmit or activate any harmful code, virus, worm, malware of other malicious computer code, or damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Eon Systems;
(ii) Use the Eon Systems for lawful purposes and in accordance with applicable laws and regulations and must not store, distribute or transmit through the Eon Systems any unlawful material;
(iii) Not infringe on the Intellectual Property Rights of the Eon Systems;
(iv) Immediately notify Eon Dental of any unauthorized uses of the Eon Systems or any other breaches of security.
Notwithstanding anything contrary in the PSA or this SLA, Eon Dental may temporarily suspend or terminate the Purchaser or any Authorized User’s access to the Eon Systems with no liability for Losses (including loss of data) or any other consequence that the Purchaser or Authorized User may incur as a result of such suspension or termination:
(i) In accordance with Article 7.4 of the PSA;
(ii) If Eon Dental reasonably determines that the Purchaser has not complied with its obligations under Article 4.2 of this SLA in any respect throughout the term of the PSA or this SLA;
(iii) If Eon Dental reasonably determines that the provision of the Eon Systems to the Purchaser or any Authorized User is prohibited by the applicable law;
(iv) If Any of Eon Dental’s subcontractors, suppliers or providers has suspended or terminated Eon Dental’s access to or use of any third-party services or products required to enable Customer to access the Eon Systems.
6.1. All prices for the Products are stated in the Proposal unless otherwise agreed between the Parties.
6.2. All sales taxes, value added taxes, and any such similar or associated fees are to be paid bythe Purchaser. If the Purchaser is required by laws or regulations to deduct or withhold anysuch amount from any sum payable to Eon Dental, then the sum payable by the Purchaserwill be increased to the extent necessary to ensure that after such tax or other amount hasbeen deducted, withheld or paid, Eon Dental receives on the due date and retains (free fromany liability in respect of any such deduction, withholding or payment) a net sum equal to what it wouldhave received and so retained had no such deduction, withholding or payment been required or made.
6.3. Parties acknowledge that during the term of this PSA Eon Dental shall have the right to change theprices charged to the Purchaser from time to time without the prior approval of the Purchaser
Eon Systems are provided by Eon Dental “as is” and in their present state and condition, and Eon Dental makes no representations or warranties that the Eon Systems will be error free. Except as provided in Article 6 of this SLA, Eon Dental disclaims any and all other representations and warranties of any kind, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, all design warranties and all performance warranties and the above Warranty shall exclusively describe Eon Dental’s obligations with regards to the Eon Systems.
This SLA takes effect on the effective date of the PSA and shall remain effective until termination of the PSA.