Zirkonzahn Srl
An der Ahr 7
39030 Gais

Preliminary Implant Planner Software for testing purposes only

Terms and Conditions


1. Introduction
Zirkonzahn Srl, An der Ahr 7, 39030 Gais, Italy has developed a dental implant planning Software program for the virtual construction, design and application of implant prosthetics, called the Zirkonzahn Implant Planner ("ZIP"). The actual version of the software is a preliminary version for TESTING PURPOSES ONLY. This software version shall not be used for medical advices and for clinical decisions or treatment of patients. Zirkonzahn will not be bound by any modification, additions or deletions to these Terms and Conditions, unless Zirkonzahn has signed a written agreement accepting such changes in the Terms and Conditions. Any proposed modification, additions or deletions by any person or entity are hereby rejected and of no effect.

2. Definitions
a. "Software" is the preliminary version of dental implant planning software developed by Zirkonzahn srl for the virtual construction, design and application of dental prosthetics for TESTING PURPOSES ONLY. b. "End-Users" are those who have either purchased a license from or been granted a license to the CAD Software by Zirkonzahn Srl, Zirkonzahn affiliates or authorized resellers. This includes only those persons or entities with a current, valid license to use the CAD Software, including the employees and authorized consultants of the license-holder.
3. License
Zirkonzahn hereby grants to End-User a non-exclusive, non-transferable, temporary license to install and allow End-User to operate the Software ONLY FOR TESTING PURPOSES of virtual construction, designing and application of dental implants. All other purposes are expressly forbidden.

4. Transfer of License
End-User may not sub-license or otherwise distribute the SOFTWARE to any other person or entity. Any such sub-license, assignment or distribution shall be null and void.

5. Restrictions
The End-User may NOT adapt, modify, translate, sublicense, rent, lease, loan, resell for profit, assign or otherwise distribute copies of the Software to any third party. The End-User may NOT create derivative works based on the Software or any part thereof. The End-User may NOT de-compile, reverse engineer, disassemble or otherwise reduce the Software to a human readable form.

6. Confidential Information
The Software and its documentation ("Confidential Information") are the sole and exclusive trade secrets of Zirkonzahn. End-User may use the Confidential Information during the term of this Agreement only as permitted hereunder. The End-User acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use or copying are harmful to Zirkonzahn. The End-User agrees to use its best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person(s) shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The following information shall not be considered confidential information:
(i) information which is or becomes public domain through no fault or act of the End-User;
(ii) information which is independently developed by End-User without the use of or reliance on Zirkonzahn's Confidential Information, as evidenced by End-User's written records;
(iii) information which was provided to End-User by someone under no duty of confidentiality to Zirkonzahn; or
(iv) information which is required to be disclosed by End-User under law, provided, however, End-User has given prior written notice thereof to Zirkonzahn.


7. Term and Termination
a. This Software is provided for a limited time, with a pre-coded termination date.
b. This Agreement automatically terminates upon the pre-coded termination date, unless Zirkonzahn agrees in writing to extend the termination date.
c. This Agreement is effective until terminated by either the Zirkonzahn or the End-User.
d. This Agreement will terminate immediately and automatically, without notice from Zirkonzahn, if the End-User fails to comply with any of its provisions, or at the specified termination date, whichever is earlier. Upon termination the End-User must remove all copies of the Software from End-User's computers and delete the Software and its documentation and all copies thereof.
e. The End-User may terminate this Agreement at any time upon written notice to Zirkonzahn.
f. Zirkonzahn may terminate this Agreement at any time without providing notice to End-User.

8. Government Approval
End-User shall obtain at its own expense any federal, state or other public approval, if any are necessary. Zirkonzahn may choose to support the End-User in those efforts but has no obligation to do so.

Representation and Warranties
Zirkonzahn represents and warrants to End-User that: Zirkonzahn owns or has the lawful right from others to grant the rights to the Software set forth herein; as of its shipment date from Zirkonzahn or date on which Zirkonzahn makes the Software available for download by End-User, Zirkonzahn has no knowledge the Software infringes any third party intellectual property rights, such as patents, copyrights, trade secrets or trademarks.
If the Software is found to infringe any third party intellectual property right in a Legal Action, as defined in Section 10 below, at Zirkonzahn's sole discretion and expense, Zirkonzahn may: obtain a license from such third party for End-User's benefit; replace or modify the Software so that it is no longer infringing; or if neither of the foregoing is commercially feasible, terminate this Agreement with no further liability to End-User.

ALL SOFTWARE IS PROVIDED TO THE END-USER "AS IS." ZIRKONZAHN EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SOFTWARE IS OR WILL BE FREE OF ERRORS. ZIRKONZAHN ALSO DISCLAIMS ANY COMMITMENT TO PROVIDE MAINTENANCE OR SUPPORT OF THE SOFTWARE. FURTHERMORE, THE SOFTWARE MAY BE DERIVED FROM OR INCLUDE SOFTWARE FROM THIRD PARTY LICENSORS, WHO MAKE NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND WHO WILL NOT UNDERTAKE TO PROVIDE ANY INFORMATION OR SUPPORT REGARDING THE SOFTWARE. THE WARRANTIES SET FORTH ABOVE WITH RESPECT TO THE SOFTWARE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED BY ZIRKONZAHN AND ITS THIRD PARTY ZIRKONZAHNS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ZIRKONZAHN OR ITS EMPLOYEES OR AGENTS SHALL IN ANY WAY EXTEND, MODIFY OR ADD TO THE FORGOING WARRANTY.

9. Indemnification
Zirkonzahn hereby agrees to indemnify, defend and hold End-User harmless from any third party suit, claim or other legal action ("Legal Action") that alleges the Software infringes patent right, copyright or trade secret, including any reasonable costs or legal fees thereby incurred by End-User. However, End-User shall give written notice of any Legal Action to Zirkonzahn within fifteen (15) days of End-User's first knowledge thereof, and any failure by End-User to give such notice to Zirkonzahn shall terminate Zirkonzahn's duty of indemnification hereunder. Zirkonzahn shall have sole and exclusive control of the defense of any Legal Action, including the choice of direction of any counsel. End-User shall not settle or compromise any Legal Action without the written consent of Zirkonzahn.

10. LIMITATION OF REMEDIES
IN NO EVENT WILL ZIRKONZAHN, OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR DISTRIBUTORS BE LIABLE TO THE END-USER FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT, SPECIAL OR EXEMPLARY (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, EVEN IF ZIRKONZAHN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZIRKONZAHN'S LIABILITY TO THE END-USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE GREATER OF THE AMOUNT ORIGINALLY PAID TO ZIRKONZAHN FOR THE LICENSE OF THE SOFTWARE OR ONE EURO (EUR 1,00.-).

11. Enhancements
From time to time Zirkonzahn may, at its sole discretion, advise the End-User of updates, upgrades, bug fixes, enhancements or other improvements or new releases of the Software (collectively, “Enhancements"), and may license the End-User to use such Enhancements. Such Enhancements may require a fee to be paid by End-User, as such fee may be established by Zirkonzahn from time to time. All such enhancements to the Software provided to the End-User shall also be governed by the terms of this Agreement. No direct support for End-Users will be provided by the Zirkonzahn. Zirkonzahn shall have no obligation to provide any: maintenance, support, training, installation assistance or Enhancements, unless there is a separate agreement signed by both Zirkonzahn and End-User.

12. General
a. Any questions, claims, disputes, remedies, or procedural matters shall be governed and construed exclusively in accordance with the laws of Italy. The Court of Bolzano, Italy shall have exclusive jurisdiction over the present terms and conditions.
b. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.
c. Any notices or other considerations to be sent to Zirkonzahn must be sent by registered post with acknowledgement of receipt to Zirkonzahn Srl, An der Ahr 7, 39030 Gais, Italy.
d. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly canceled and superseded.
e. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of Zirkonzahn.

ACKNOWLEDGMENT. BY ACCEPTING THIS VERSION OF PRELIMINARY SOFTWARE, FOR TESTING PORPOSES ONLY, THE END-USER, AGREES TO THE SOLE JURISDICTION AND VENUE OF THE COURT LOCATED IN BOLZANO, ITALY. THE END-USER ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.