LOOP TERMS & CONDITIONS

ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS

1. Prices. The current prices are specified on the front page of this document and these prices are subject to change without notice. The prices are subject to adjustment on account of specifications, quantities or other terms or conditions which are not part of our original price quotation. The Straumann LOOP Software and associated documentation are defined herein as the “Product”. Straumann reserves the right to modify the monthly subscription fee at any time upon notice, and such changes may be provided by an email message to Buyer or in the form of an announcement within the Product. Straumann may, on a case by case basis and in its sole discretion, charge a monthly fee to maintain account data and PHI should Buyer request a pause to their monthly subscription. Buyer provided a valid credit or debit card number on the front of this Purchase Agreement for the express purpose of monthly billing of subscription fees. You agree that the purchase of the subscription to use the Product is not contingent on the delivery of any future functionality or features.

2. Taxes. All prices are exclusive of all excise, sales, use, transfer and other taxes and duties imposed with respect to the Product or their sale by any Federal, state, Provincial municipal or other governmental authority, all of which taxes must be paid by Buyer.

3. Terms of Payment. Payment terms are specified on the front of this document, and, if applicable, Buyer authorizes Straumann USA, LLC (“Straumann,” “we,” “our,” or “us”) to charge Buyer’s credit card for the purchase of the Product and continuing monthly subscription fees. To the extent permitted by applicable law, overdue payments will be subject to finance charges computed at a periodic rate of 1-1/2% per month (18% per year). If Buyer chooses to finance the payment of the Product, we shall have no obligation to sell or deliver the Product to Buyer unless and until such financing shall have been approved by the third party agreeing to finance the Buyer’s purchase of the Product.

4. Termination: Upon written notice. The LOOP subscription will terminate at the end of the initial 12 month period described on the front page of this Agreement.

5. Warranty; Product Returns.
(a) We warrant solely to Buyer that the Product will be free from defects in materials and workmanship, when given normal, proper and intended usage, for a period of one year from the date of the invoice that accompanies the Product.
(b) At our expense, we agree to repair or replace, at our option, all defective Product, provided that Buyer has given us written notice of such warranty claim within the warranty period. If we are unable, after reasonable efforts, to repair or replace such defective Product, Buyer’s sole remedy shall be the refund of an amount not to exceed the actual payments received by us for such Product (excluding shipping costs and transit insurance, if any).
(c) We shall have no liability and no obligation to make repairs, replacements or corrections which result, in whole or in part, from
(i) normal wear and tear,
(ii) catastrophe, fault or negligence of Buyer,
(iii) improper or unauthorized use of the Product,
(iv) use of the Product in a manner for which they were not designed,
(v) causes external to the Product such as, but not limited to, power failure or electric power surges,
(vi) computer viruses or other malicious software. In addition, all warranties shall automatically terminate in the event of a breach hereof by Buyer.

(d) EXCEPT AS STATED HEREIN OR OTHERWISE PROHIBITED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND,WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OPERATION OR NON-INFRINGEMENT, AND THE PRODUCT ARE SOLD “AS IS.” OUR MAXIMUM LIABILITY ARISING OUT OF THE SALE OR LICENSE OF THE PRODUCT OR THEIR USE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL PAYMENTS RECEIVED BY US IN RESPECT OF THE PURCHASE PRICE THEREOF. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, ARISING HEREUNDER OR FROM THE SALE OF THE PRODUCT.

(e) We retain ownership of and title to all intellectual property rights in the Product (including without limitation patent, copyright and trademark rights), and no sale of any product shall be construed as granting to Buyer any license or other proprietary or intellectual property right applicable to the Product (other than the license set forth in Section 6 below). Buyer may not alter or remove, and shall abide by, any patent, trademark, copyright, trade secret, proprietary or other notices contained on or in the Product.

(f) Product shall not be returned without our express consent, and all returns must be made in accordance with the returns policy, if any, in existence at the time of the return.

6. Software License; Monthly Subscription. Buyer acknowledges that the Product is available as a paid service accessible by a limited number of authorized users as specified on the front of this Purchase Agreement, that we, our parent, affiliates, owners, or suppliers own or license. BUYER ACKNOWLEDGES THAT FAILURE TO PAY THE SOFTWARE SUBSCRIPTION FEES WILL PREVENT BUYER FROM USING THE PRODUCT FOR THEIR INTENDED USES. The license may be terminated by Straumann if the Buyer fails to pay any subscription fees. Any license granted pursuant to the paragraphs above is limited to the use of the Product only in the manner authorized by us.

You shall not:
(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Product in any way;
(ii) modify or make derivative works based upon the Product;
(iii) create Internet “links” to the Product or “frame” or “mirror” any content on any other server or wireless or Internet- based device; or
(iv) reverse engineer or access the Product in order to (a) build a competitive product or Product, (b) build a product using similar ideas, features, functions or graphics of the Product, or (c) copy any ideas, features, functions or graphics of the Product.

You may use the Product only for Your internal business purposes and shall not:
(i) use the Product in violation of applicable law,
(ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; the Product or the data contained therein;
(vi) attempt to gain unauthorized access to the Product or its related systems or networks; or
(vii) use the Product, including the content, intellectual property, technology, trademarks or Product marks for any commercial purposes (i.e. soliciting customers, resale, etc.) without Straumann’s prior written consent. Nothing contained herein shall cause Buyer to acquire any right, title, or interest in the Software anywhere in the world, except as authorized herein. Any breach of this license by Buyer shall automatically terminate any license held by Buyer.
(iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
(v) interfere with or disrupt the integrity, bandwidth or performance of Nothing contained herein shall cause Buyer to acquire any right, title, or interest in the Software anywhere in the world, except as authorized herein. Any breach of this license by Buyer shall automatically terminate any license held by Buyer

7. Assignment. Buyer may not delegate any duties nor assign any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment shall be void.

8. Governing Law. The rights and obligations of the parties hereunder shall be governed by and interpreted, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law provisions.

9. Severability; Remedies; Waiver. In the event that any one or more provisions contained herein (other than the provisions obligating Buyer to pay us for the Product) shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The remedies contained herein are cumulative and in addition to any other remedies at law or equity. Our failure to enforce, or waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or of such provision.

10. Entire Agreement. This document and the terms on the face hereof are the complete and exclusive statement of the contract between us and Buyer with respect to Buyer’s purchase of the Product. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed by us and Buyer.

11. Additional or Inconsistent Terms. Any term or condition of Buyer’s purchase order or any other document provided to us by Buyer which is in any way different from, inconsistent with or in addition to the terms and conditions set forth herein will not become a part of the contract between us and Buyer or be binding upon us. Retention by Buyer of any Product delivered by us will be conclusively deemed assent by Buyer to the terms and conditions set forth herein.

12. Originals. Facsimile signatures shall be accepted as original signatures.