Treatment Setup Services Agreement
Last Updated: 1 January 2023
This non-exclusive Treatment Setup Services Agreement (“TSA”) sets forth the terms and conditionspursuant 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”) will provideTreatment Setups to the Purchaser. This TSA shall govern the contractual relationship between EonDental and Purchaser, along with the Product Supply Agreement (“PSA”), and the Software LicenseAgreement (“SLA”). If any term in this TSA conflicts with a term in the PSA or the SLA, then the TSA shallprevail.
Capitalized terms not defined herein shall, unless otherwise indicated herein, have the same meanings ascribed to them in the PSA and SLA. The following terms will have the following meaning (words importing the singular include the plural and words importing the plural include the singular): “Refinement” means additional aligners to a Case Order based on a new Treatment Setup that, in Eon Dental’s absolute and sole discretion, does not change the initial treatment goal of final teeth position of that same Case Order.
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.
4.1. Subject to the terms and conditions of this TSA, EON Dental shall use commercially reasonable efforts to deliver the Treatment Setup in accordance with the following:
(i) Indicate if the Patient Data is in the form and quality acceptable to EON Dental in its absolute and sole discretion (“Patient Data Acceptance”): no later than one (1) Business Day of receiving the Patient Data;
(ii) Produce and deliver the Treatment Setup: 1. No later than three (3) Business Days after Patient Data Acceptance, or 2. No later than two (2) Business Day after a preceding Treatment Setup has been rejected by the Purchaser.
5.1. All prices for the Treatment Setups are stated in the Proposal unless otherwise agreed between the Parties.
5.2. Parties acknowledge that during the term of this TSA Eon Dental shall have the right to change the prices charged to the Purchaser from time to time without the prior approval of the Purchaser.