EULA – PEAKS Dental Practice Performance Technology

PEAKS DENTAL, INC.
PEAKS™ Software
END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) is entered into by and between the undersigned licensee (“Licensee”) and PEAKS Dental, Inc., a Delaware corporation (“Developer”). By installing, accessing, or using the Software, Licensee agrees to be bound by the terms of this Agreement.

Developer has developed a proprietary dental practice management software platform, including all modifications, enhancements, updates, derivative works, documentation, and related materials (collectively, the “Software”).

1. License Grant

Developer grants Licensee a limited, non-exclusive, non-transferable license to use the Software solely for Licensee’s internal business operations. The Software is licensed, not sold. Developer reserves all rights not expressly granted herein. Licensee’s use of the Software is limited to the features and edition specified in the applicable Services Election agreement.

2. License Transfer

Licensee may request this license be transferred to a successor Licensee by submitting a completed Software License Transfer Request application to the Developer. Developer reserves the right to approve or decline this request at its sole discretion and may assess a reasonable transfer fee as a condition of such approval.

3. Proprietary Rights and Confidentiality

Licensee acknowledges that the Software is the sole and exclusive property of Developer and embodies valuable trade secrets and proprietary information. Licensee agrees to maintain the Software in strict confidence and shall not, without Developer’s express prior written authorization:

Demonstrate, reproduce, copy, sell, sublicense, or otherwise distribute the Software to any third party;
Disclose or publish any information relating to the Software’s performance, features, or outputs to any third party; or
Modify, disassemble, decompile, reverse engineer, translate, or create derivative works of the Software or any portion thereof.

4. Disclaimer of Warranties

THE SOFTWARE AND ALL ASSOCIATED SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. DEVELOPER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSEE ASSUMES ALL RISK ARISING FROM USE OR INABILITY TO USE THE SOFTWARE OR ASSOCIATED SERVICES.

In no event shall Developer be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to the use of or inability to use the Software, even if Developer has been advised of the possibility of such damages.

5. Data Security and Backup

Licensee bears sole responsibility for the storage, security, and integrity of all data and related files maintained within the Software. This responsibility includes, without limitation:

Implementing and maintaining appropriate safeguards against unauthorized access;
Performing regular data backups and maintaining data redundancy; and
Maintaining the hardware and infrastructure used in connection with the Software.
Developer shall have no liability whatsoever for loss, corruption, theft, or unauthorized access to Licensee’s data or related files.

6. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware and applicable federal law, without regard to conflict-of-law principles.

7. Entire Agreement; Modifications

This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior negotiations, representations, warranties, and understandings. No amendment or modification of this Agreement shall be binding unless made in writing and duly executed by authorized representatives of both parties.

8. Compliance with Laws

Licensee shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its use of the Software and performance of its obligations under this Agreement, including applicable data privacy and healthcare regulations.

9. Non-Waiver

Developer’s failure or delay in exercising any right under this Agreement shall not constitute a waiver of that right, nor shall it prejudice Developer’s ability to enforce that right in any future instance.

10. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity or enforceability of the remaining provisions.

11. Termination by Developer

Developer may terminate this Agreement and Licensee’s license by providing sixty (60) days’ prior written notice to Licensee. Upon the effective date of termination, Developer shall provide Licensee with a complete copy of, or access to, Licensee’s data within five (5) business days.

12. Termination by Licensee

Licensee may terminate this Agreement at any time by providing thirty (30) days’ prior written notice to Developer. Upon the effective date of termination, Developer shall provide Licensee with a complete copy of, or access to, Licensee’s data within five (5) business days.

13. Fees; Fee Adjustments

Licensee agrees to pay the monthly software subscription and licensing fees as well as any optional service fees as specified in the applicable executed Optional Services Election form. Developer reserves the right to modify monthly fees upon a minimum of thirty (30) days’ prior written notice to Licensee. Continued use of the Software following the notice period shall constitute Licensee’s acceptance of the revised fees.

14. Intellectual Property

All intellectual property rights in and to the Software, including but not limited to patents, copyrights, trademarks, and trade secrets, are and shall remain the exclusive property of Developer. No license or right to any intellectual property is granted to Licensee except as expressly set forth in Section 1 of this Agreement.

15. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email with confirmation of receipt to the addresses on file with Developer. Notices shall be deemed effective upon receipt.

ACCEPTED AND AGREED