BENCH7 SOFTWARE SUBSCRIPTION AGREEMENT

THIS SOFTWARE SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) GOVERNS CUSTOMER’S ACQUISITION AND USE OF COMPANY’S SOFTWARE THAT PROVIDES AI-ASSISTED TOOLS FOR DENTAL RADIOGRAPHIC REVIEW AND COMMUNICATION OR COMPANY’S PROVISION OF SUPPORT SERVICES TO CUSTOMER. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) PURCHASING OR PLACING AN ORDER FOR THE SOFTWARE OR SUPPORT SERVICES THAT REFERENCES THIS AGREEMENT, (3) SIGNING THIS AGREEMENT MANUALLY OR ELECTRONICALLY, OR (4) USING THE SOFTWARE (INCLUDING ON A TRIAL BASIS) OR ACCEPTING THE SUPPORT SERVICES, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER REGISTERS FOR A FREE TRIAL FOR CERTAIN OFFERINGS, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A LEGAL ENTITY OR AN ORGANIZATION, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY OR ORGANIZATION AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” REFERS TO SUCH ENTITY OR ORGANIZATION. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE.

The Software may not be accessed for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Company’s direct competitors are prohibited from accessing the Software, except with Company’s prior written consent.

This Agreement was last updated on June 11, 2025. It is effective between Customer and Company as of the date of Customer’s accepting this Agreement (the “Effective Date”). Company and Customer are sometimes referred to herein as a “Party” and collectively, the “Parties.”

1. DEFINITIONS.

1.1 “Claim” means any claim, action, proceeding, or suit.

1.2 “Company” means Bench7 Inc., a Delaware corporation with offices at 929 Parkview Dr, Bismarck, North Dakota.

1.3 “Confidential Information” means all business or financial information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (the “Discloser”) to the other Party (the “Recipient”) concerning or related to this Agreement or the Discloser (whether before, on or after the Effective Date) that is clearly identified as Confidential Information at time of disclosure or is disclosed under circumstances that would lead reasonable person to understand that such information is confidential. All Offerings and Company’s information, data, and materials related thereto, is the Confidential Information of Company.

1.4 “Customer” means the legal entity or organization accepting this Agreement, or in the case of an individual accepting this Agreement on behalf of a legal entity or an organization, the legal entity or organization for which such individual is accepting this Agreement.

1.5 “Customer Data” means any data, information, or content that is imported by or on behalf of Customer into the Software, including any (a) data, information, or content from Customer’s internal data stores or other third-party data providers in connection with Customer’s use of the Software and (b) digital imaging and communication in medicine images, data, and information.

1.6 “Environment” means (a) a virtual or physical device for storing or processing data, such as servers, desktop computers, laptops, mobile devices, and hardware products; or (b) a cloud tenant or any similar cloud functionality properly, in each case (a) and (b), owned, licensed to, or controlled by Customer.

1.7 “Fees” means the fees identified on the Order, the online purchasing portal, or electronic system for the Offerings, and any applicable taxes, charges, levies, or other assessments imposed by any domestic or foreign taxing authority for such Offerings.

1.8 “Law(s)” means all federal, state, and local laws, regulations, guidelines, orders, rules, codes, ordinances, and standards, applicable to a Party in its performance of its obligations under this Agreement, including all dental, medical, regulations, privacy, data security, patient, and consumer laws, regulations, guidelines, orders, rules, codes, ordinances, and standards.

1.9 “Microsoft Applications” means software applications licensed by Microsoft Corporation (“Microsoft”) which are required for Customer to access the Software, including the Microsoft.NET framework and any Microsoft operating system.

1.10 “Offerings” means, individually and collectively, the Software, any Support Services, and any Third-Party Software.

1.11 “Order” means an order form, online order, or similar ordering document specifying the Software or Support Services ordered by Customer and other related details such as price, usage limits, and the Subscription Period that: (a) incorporates the terms of this Agreement; (b) has been agreed by Customer by manual or electronic signatures or through an electronic system specified by Company; or (c) is accepted by Company.

1.12 “Software” means the software licensed by Company to Customer hereunder and made available for download or otherwise delivered to Customer for installation pursuant to an Order, an online purchasing portal, or an electronic system provided by Company, including any application programming interface(s) provided therewith, but excluding any Third-Party Software.

1.13 “Subscription Period” means the period specified in the Order, online purchasing portal, or electronic system provided by Company, including any Renewal Subscription Period (defined below).

1.14 “Support Services” means the support services identified in an Order or that Company otherwise agrees to provide from time to time under this Agreement in connection with the Software.

1.15 “Third-Party Software” means any software written by a third party, including any Microsoft Applications.

1.16 “User” means employees who are licensed dentists or professionals in the dental industry and authorized to use the Software on behalf of Customer.

2. LICENSE AND SERVICES.

2.1 Software Activation and Grant. Upon Customer’s acceptance of the Order and payment of the Fees, Company will: (a) make the Software available for download by Customer; and (b) deliver (via email or other electronic means) to Customer a license key (“Key”) and/or credentials for Customer to establish an account (“Account”) to activate the Software for the Subscription Period. Subject to Customer’s continuing compliance with the terms and conditions of this Agreement, Company grants Customer and Users a limited, personal, non-transferable, non-sublicensable, non-exclusive, license to install, run, use, and access the Software solely within Customer’s Environment in the United States during the Subscription Period solely for Customer’s internal business purposes. Delivery of the Software occurs when Company makes the Software available to Customer via electronic download from a website, online portal, or electronic system specified by Company.

2.2 Support Services. If Customer purchases Support Services under the Order, Company will use commercially reasonable efforts to provide the Support Services to Customer during the Subscription Period. Company responsibilities do not extend to the internal management or administration of the Software for Customer.

2.3 Microsoft Applications and Licenses. The Software is only compatible with the Microsoft Applications. Customer will separately procure proper licenses for and install the Microsoft Applications, including individual user licenses for all Users needing access to the Software (collectively, the “System Requirements”). To remain current with industry standards and third-party systems and to maintain or improve the functionality of the Software, Company may modify the System Requirements in Company’s sole discretion at any time, including during the Subscription Period. It is Customer’s responsibility to maintain the System Requirements. In the event the System Requirements are modified during the Subscription Period, Company will make commercially reasonable efforts to notify Customer of such modifications by way of an email, posting to Company’s website, or other reasonable means, prior to such modifications taking effect. Except as expressly set forth herein, Customer will have no right to a refund of any Software Fees, or any other legal or equitable remedies, if Customer is unable to use or access the Software due to Customer’s failure to maintain or comply with the then-current System Requirements.

2.4 Third-Party Software. Customers use of any Third-Party Software is governed by the terms of the applicable Third-Party Software license agreement and not the terms of this Agreement. Customer will, in addition to the terms of this Agreement, comply with the terms of the applicable Third-Party Software. COMPANY assumes no obligation or liability that may arise with respect to such Third-Party Software or Customer’s use or inability to use the same.

2.5 Free Trial. If Customer registers on Company’s website for a free trial of certain Offerings (“Trial Offerings”), Company will make the Trial Offerings available to Customer on a trial basis free of charge until the earlier of: (a) the end of the free trial period for which Customer registered to use the Trial Offerings, (b) the start date of any paid Subscription Period for such Offerings, or (c) termination by Company in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE TRIAL OFFERINGS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND COMPANY WILL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL OFFERINGS, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE COMPANY’S TOTAL AND CUMULATIVE LIABILITY WITH RESPECT TO THE TRIAL OFFERINGS WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00 USD). WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (I) THE TRIAL OFFERINGS WILL MEET CUSTOMER’S REQUIREMENTS; (II) CUSTOMER’S USE OF THE TRIAL OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR; AND (III) THE TRIAL OFFERINGS OR ANY RESULTS, DATA, OR OTHER MATERIALS OBTAINED THEREFROM WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 7, CUSTOMER WILL BE FULLY LIABLE UNDER THIS AGREEMENT TO COMPANY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE TRIAL OFFERINGS, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

3. CUSTOMER OBLIGATIONS.

3.1 License Restrictions. Customer and its Users will use the Software in accordance with all Laws and any instructions, specifications, and documentation provided or made available by Company from time to time and any restrictions set forth in the Order. Except as expressly authorized herein, to the maximum extent the following restrictions are permitted by applicable law, Customer will not, (and will not permit, assist or encourage Users or others to): (a) copy or modify any part of the Software; (b) create derivative works of any part of the Software; (c) remove or modify any notice of any patent, copyright, trademark or other proprietary rights or product or regulatory notices or labels that appear on or in the Software; (d) reverse engineer, decompile, translate, disassemble, or discover all or any portion of the Software by any means, including in an attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, or programming interfaces of the Software by any means whatsoever; (e) demonstrate or publicly display all or any part of the Software; (f) distribute, disclose, market, lease, resell, assign, loan, sublicense, rent or transfer the Software to any third party; (g) permit any person to remotely access the Software except for Customer’s internal business purposes; (h) use the Software for any dial-up, remote access, interactive, or other on-line or hosted service, or to provide a service bureau, time share or other services to third parties; (i) merge, integrate, bundle, or otherwise incorporate the Software into or with any another product, service, or software, except for software approved by Company in the documentation for the Software; (j) use any Software in a manner that could subject such Software to any open source software license that conflicts with this Agreement or that does not otherwise apply to such Software; (k) disclose the results of any Software performance, benchmarks, evaluations, or testing to any third party without Company’s prior written consent; (l) use any trademarks, logos, service marks, trade names of Company’s or any portion thereof, without Company’s prior written consent; or (m) use or store the Software on an Environment not owned or controlled by Customer.

3.2 Users and Security. Customer will (and will cause all Users to) protect the Account credentials used to access and use the Software from unauthorized access, use, or disclosure. Customer is solely responsible for: (a) all activities related to the Software performed using the Account.; (b) managing, administering, installing, running, and hosting the Software on or within Customer’s Environment; and (c) maintaining and securing Customer’s Environment, including migrating, cleansing, and securing any and all data contained therein, Customer will take commercially reasonable steps to exclude malware, viruses, spyware, and Trojans from Customer’s Environment. Customer will be liable to Company for any act or omission of any User to the same extent that it would have been had it committed such act or omission.

3.3 Clinical Obligations. Customer will: (a) comply with all Laws; (b) verify (and will hire licensed dentists to verify) the accuracy of the diagnosis and other information generated or provided by the Software; and (c) obtain and maintain all applicable dental, medical, and other licenses, authorizations, permits, permissions, and certifications required to operate its business. CUSTOMER IS SOLELY RESPONSIBLE FOR PATIENT CARE AND DIAGNOSIS, INCLUDING THE USE OF INFORMATION PROVIDED BY THE SOFTWARE IN PATIENT CARE OR DIAGNOSIS. COMPANY DISCLAIMS ALL RESPONSIBILITY FOR ACTIONS OF CUSTOMER WHICH MAY RESULT IN ANY LIABILITY OR DAMAGES DUE TO MALPRACTICE, FAILURE TO WARN, NEGLIGENCE, OR ANY OTHER BASIS. CUSTOMER WILL ENSURE THAT ALL DENTISTS AND OTHER HEALTHCARE PROFESSIONALS USING THE SOFTWARE ARE AWARE OF THE LIMITATIONS OF THE USE THEREOF.

3.4 Supervisory Authority Requests. Customer will promptly, and in any event within three (3) business day, notify Company of any request or inquiry from a regulatory or supervisory authority or other competent governmental authority concerning the Offerings (“SA Request”). Customer will not respond to any SA Request without Company’s prior written consent, not to be unreasonably withheld or delayed, provided that Company will have the sole discretion to determine what information and its proprietary technology is made available in connection with any such response.

3.5 Consents. Customer represents, warrants, and covenants that it has obtained and will maintain all licenses, approvals, rights and consents (and provided proper notices) required by Law or any agreement with a third-party, to provide the Customer Data and Feedback (defined below) to Company for Company’s provision of the Offerings, exercise of its rights, and processing of such Customer Data and Feedback (such terms defined below), in each case, in accordance with this Agreement, including all data subject consents. CUSTOMER WILL NOT PROVIDE ANY PERSONAL INFORMATION OR PROTECTED HEALTH INFORMATION (AS SUCH TERMS ARE DEFINED UNDER APPLICABLE LAW) TO COMPANY WITHOUT COMPANY’S PRIOR WRITTEN CONSENT.

4. FEES & PAYMENT.

4.1 Fees. By signing up for, purchasing or otherwise placing an Order for the Offerings or upon increasing the number of Users that Customer can designate as being eligible to access the Software under this Agreement via an Order, Customer’s chosen payment method will be charged for the Fees. The Fees for any Renewal Subscription Period (defined below) will be the same as those in effect at the end of the preceding Subscription Period, unless (a) Company notifies Customer about different future Fees at least thirty (30) days prior to the effective date of such different future Fees or (b) Fees for the Renewal Subscription Period(s) (defined below) are specified on the Order. At the beginning of each Renewal Subscription Period (defined below), the applicable Fees for the renewed Offerings and the number of Users that Customer has designated as being eligible to access the Software under this Agreement will be automatically charged to Customer’s chosen payment method, unless Customer terminates this Agreement prior to renewal. Company will display or send a notice when Company ultimately accepts Customer’s payment, and Company’s acceptance will be complete at the time Company displays or sends the formal acceptance notice. Payment must be received by Company before Customer and Users can access and use the Software. Company may establish, limit, revoke, and otherwise change credit and credit User, service capacity, usage limits and terms at any time, in Company’s sole discretion, with or without notice to Customer. If Customer exceeds any credit, User, usage or other limits, Company may, in its sole discretion: (i) charge Customer for such excess usage at Company’s then-current fees and rates; (ii) upgrade Customer’s plan or increase the limits to address such excess usage, subject to Company’s then-current fees; or (iii) suspend Customer’s access to and use of the Software.

4.2 Payment. Except as expressly set forth herein, payment obligations are non-cancelable, and Fees paid to Company are non-refundable. All financial transactions conducted and executed for or related to the Offerings are made using one or more third-party payment processors that Company may engage from time to time (each, a “Payment Processor”). All such transactions are governed by such Payment Processors’ respective terms of use and privacy policies, which Company does not control. Company encourages Customer to review each Payment Processors’ terms of service and privacy policies before submitting Customer’s payment information. Company does not process or retain Customer’s credit card, debit card, or other payment information. This information is used solely for the purpose of allowing Customer to sign up for and access and use the Software and for Company to provide Support Services (if any). All billing information Customer provides to Payment Processor(s) must be truthful and accurate and Customer represents that Customer is authorized to use the payment method in the manner contemplated here. Customer hereby expressly authorizes Company (via its Payment Processor(s)) to charge the payment method Customer provides for the Offerings and Fees. Customer’s selection of the “Accept”, “Proceed to Check Out”, “Place Your Order”, or similar button on the checkout page is Customer’s electronic signature and Customer agrees that: (a) this signature is the legal equivalent of Customer’s wet or manual signature; and (b) such transaction is equivalent to an in-person transaction where Customer’s payment method is physically present and processed. If Customer’s payment details change, Customer’s card or other payment method provider may provide Company with updated payment details. Company may use these new details or details from other payment methods on file in order to help prevent any interruption to Customer’s use of the Software. If Customer does not want Customer’s card or other payment method automatically updated, Customer can opt out of these services by contacting Customer’s financial institution. If Customer would like to use a different payment method or if there is a change in payment method, please update such method or information on the Account.

4.3 Overdue Charges. Any balance that is not paid within the time frame specified herein will bear interest at the rate of two percent (2%) per month (or a pro rata portion of such month) or the highest rate allowed by Law, whichever is less, until fully paid. Customer will pay all costs and expenses of collection incurred by Company, including reasonable attorneys’ fees and expenses.

5. OWNERSHIP.

5.1 Ownership. All rights not expressly granted to Customer are reserved by Company. Company retains ownership of the Software, the Usage Data, and all portions thereof, including any improvements made to it, as well as all rights under copyright Law, trademark Law, patent Law, trade secret Law, and all other forms of proprietary and intellectual property protection. Customer acknowledges that it is acquiring only a limited license to use the Software and not any title to or ownership of the Software or any part thereof and that the Software is proprietary to and copyrighted by Company or its licensors or suppliers. Customer hereby assigns to Company all rights, title, and interest in and to all recommendations or ideas for improvements, or enhancements to the Software submitted to Company by Customer or its personnel and any other improvements, enhancements, or derivative works for the Software created by Customer. Nothing in this Agreement will be deemed to prohibit Company from using for any purpose any general knowledge, skills, techniques, or methods it learns while providing the Offerings.

5.2 Feedback and Usage Data. If Customer provides any x-rays or other images to Company (“Feedback”), Customer hereby grants Company a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and otherwise practice such Feedback without restriction. Customer will de-identify all Feedback prior to providing such Feedback to Company. Company may collect usage and other data and information from the Software, including information regarding a User’s interactions with the Software (“Usage Data”), unless the Customer has opted-out of such collection via the Software. Customer will not provide or disclose any protected health information, personally identifiable information, or other health or personal information to Company.

5.3 Protection. Customer will: (a) appropriately notify its employees and Users of its rights and obligations hereunder; (b) maintain the confidentiality and security of the Software and prevent the unauthorized access, use, or disclosure of the Software; (c) immediately notify Company upon discovering evidence of a current or threatened misuse or unauthorized access, use, or disclosure of the Software; and (d) at Customer’s own cost, cooperate with Company to promptly cure such unauthorized use or disclosure of the Software.

6. CONFIDENTIALITY.

Recipient will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information for any purpose except in connection with the exercise of its rights and obligations under this Agreement; and (c) only disclose Confidential Information of the Discloser to those of its employees, contractors, and agents (“Representative(s)”) who are bound in writing by confidentiality obligations at least as protective as this Agreement and need such access for purposes consistent with this Agreement. If any Representative discloses or uses Confidential Information other than as authorized in this Agreement, Recipient will be liable to Discloser for such disclosure or use to the same extent that Recipient would have been liable had Recipient performed such unauthorized disclosure or use. The provisions of this Section 9.1 will not apply to any information which: (i) was publicly available prior to the time of disclosure by the Discloser; (ii) becomes publicly available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient; (iii) is already in the lawful possession of the Recipient at the time of disclosure; (iv) is obtained by the Recipient from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information. Confidential Information does not include Customer personal data or personal health information. Recipient may disclose Confidential Information if it is compelled by Law to do so, if Recipient gives the Discloser prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the Discloser’s cost, if Discloser wishes to contest such disclosure.

7. WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY.

7.1 Disclaimer. COMPANY PROVIDES THE OFFERINGS “AS IS,” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR WRITTEN) WITH RESPECT TO THE OFFERINGS INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT COMPANY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) OR CONDITIONS OF TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTY ARISING BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY A COURSE OF DEALING. NOT LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL OPERATE PROPERLY WITH ANY OTHER HARDWARE OR SOFTWARE, THAT THE OFFERINGS WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH AN EVENT, THE ABOVE EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY LAW.

7.2 AI Limitations. ARTIFICIAL INTELLIGENCE (“AI”) AND MACHINE LEARNING ARE RAPIDLY EVOLVING FIELDS OF STUDY. THE OFFERINGS MAY USE MACHINE LEARNING OR OTHER AI MODELS (“AI TOOLS”) THAT GENERATE PREDICTIONS BASED ON PATTERNS IN DATA AND INFORMATION. OUTPUT AND OTHER MATERIALS GENERATED BY SUCH OFFERINGS OR AI TOOLS (COLLECTIVELY, “AI MATERIALS”) ARE PROBABILISTIC. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY AND USE OF ANY AND ALL AI TOOLS AND AI MATERIALS, EMPLOYING HUMAN REVIEW OF AI MATERIALS, AND ENSURING SUCH USE OF AI TOOLS AND AI MATERIALS COMPLIES WITH THIS AGREEMENT AND ALL LAWS. THE OFFERINGS MAY GENERATE INCORRECT INFORMATION, PRODUCE HARMFUL INSTRUCTIONS, OR REFLECT BIASES DUE TO THE DATA OR NATURE OF HOW THE MODELS WERE TRAINED. NONE OF THE OFFERINGS PROVIDE LEGAL OR PROFESSIONAL ADVICE. THE AI MATERIALS PROVIDED BY THE OFFERINGS ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL.

7.3 Limitation of Liability. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR COMPANY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, IN NO EVENT WILL: (A) COMPANY BE LIABLE FOR DAMAGES FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, REVENUE OR GOODWILL); OR (B) COMPANY’S TOTAL AND CUMULATIVE LIABILITY FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF OR PERTAINING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST CLAIM ARISES UNDER THIS AGREEMENT. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. Customer acknowledges that the fees and limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the Parties and that Company would not enter into this Agreement without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.

8. INDEMNIFICATION.

Customer will indemnify, defend and hold Company and its directors, officers, employees, suppliers, consultants, contractors, and agents (“Company Indemnitees”) harmless from and against any and all actual or threatened Claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorney fees, costs, penalties, interest, and disbursements) resulting from any Claim against any Company Indemnitees arising from or related to: (a) any breach of this Agreement by Customer; (b) the negligence or willful misconduct of Customer (including any bodily injury or damage to tangible property caused thereby or arising therefrom); (c) Customer Data or Feedback; (d) any third-party product liability or medical malpractice Claims related to the Software (in whole or in part); or (e) dentists, medical, or User error resulting from Customer personnel’s failure to fulfill their professional duties and responsibilities in the operation of Customer’s practice and business.

9. TERM; TERMINATION.

9.1 Term. This Agreement commences on the Effective Date and continues until the termination or expiration of the Subscription Period. If indicated on the Order or otherwise agreed by the Parties in writing or in an electronic system made available by Company, the Subscription Period for the applicable paid Offering(s) will automatically renew for successive Subscription Periods (each, a “Renewal Subscription Period”), unless either Party notifies the other Party of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Period. Any Renewal Subscription Period will be the same length as the preceding term. If the Agreement or Order applicable to the Offering(s) incorporates online terms by reference, the then-current online terms will apply to the Renewal Subscription Period.

9.2 Termination for Convenience. Either Party may terminate this Agreement upon sixty (60) days prior written notice, upon which Company will issues a pro-rata refund for any unused pre-paid Software Fees based on the number of remaining days in the then-current Subscription Period for such Software.

9.3 Termination for Cause. Either Party may terminate this Agreement immediately for cause: (a) if the other Party breaches this Agreement and fails to cure such breach within thirty (30) days after its receipt of written notice of such breach; or (b) if the other Party terminates its business activities or becomes insolvent, admits in writing its inability to pay debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority. Company may terminate the Agreement for Customer’s failure to pay any Software Fees or other amounts due under this Agreement.

9.4 Effects of Termination; Survival. Company will have no liability arising out of the termination or cancellation of this Agreement. Upon expiration or termination of this Agreement for any reason: (a) Customer will promptly return all copies and embodiments of the Software and certify in writing that no copies remain in Customer’s possession or control; and (b) Company may terminate all license keys (including Keys), use, and access to the Software. Sections 3.1 (with respect to any outstanding amounts due) 3.3, 3.5, 4.2, 5.1, 5.2, 6, 7, 8, 9.4, 10 will survive the expiration or termination of this Agreement.

9.5 Audit and Suspension. At Company’s request, Company or its authorized representative may inspect Customer’s Environment, premises, and systems relating to use of the Software to ensure compliance with this Agreement. Customer will fully cooperate with (and will provide any information, personnel or other resources requested by Company in connection with) any such audit. The Software may contain technological measures designed to prevent unauthorized, fraudulent, or illegal use of the Software; and Company may: (a) use these and other lawful measures to verify Customer’s compliance with the terms of this Agreement and enforce Company’s rights, including all intellectual property rights, in and to the Software; (b) deny any individual access to or use of the Software, or deactivate or suspend the Key or Account, in each case, if (i) Company (in its reasonable discretion) believes that a person’s use thereof would violate any provision of this Agreement or that such use involves fraudulent or illegal activity or (ii) resulting from a judicial or other governmental demand or order, subpoena, summons, or law enforcement requester.

10. MISCELLANEOUS.

10.1 Governing Law; Arbitration. This Agreement will be governed in accordance with the Laws of the State of North Dakota, without reference to conflict of laws principles. Except as provided below, the exclusive jurisdiction and venue for all legal actions arising out of or related to this Agreement will be in courts of competent subject matter jurisdiction located in Fargo, North Dakota, and the Parties hereby consent to the jurisdiction of such courts. Customer acknowledges that a breach of this Agreement, actual or threatened, will cause irreparable harm to Company, the amount of which may be extremely difficult to estimate, thus making any remedy at law inadequate. In the event of any actual or threatened breach of this Agreement by Customer, Company will be entitled to obtain injunctive and all other appropriate relief from a court of competent authority, without being required to: (a) show any actual damage or irreparable harm; (b) prove the inadequacy of its legal remedies; or (c) post any bond or other security (unless such bond or security is otherwise required by law, in which event, Customer hereby agrees that a $5,000 US bond will be sufficient). This right will be in addition to any other remedy available to Company in law or equity. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. Any specific right or remedy provided in this contract will not be exclusive but will be cumulative of all other rights and remedies.

10.2 Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes and merges all prior agreements, proposals, understandings and contemporaneous communications. Not limiting the foregoing, for purposes of clarity, the confidentiality provisions of Section 9 will supersede any prior confidentiality agreement executed by the Parties and will apply to any information exchanged prior to the Effective Date.

10.3 Notice. Any notice required or permitted under this Agreement must be in writing and delivered to the address shown in the signature block provided below or to any other address designated by prior notice by: (a) hand delivery in person; (b) electronic mail; (c) registered or certified mail, postage prepaid; or (d) national overnight courier. All notices are deemed to have been duly given: (i) when delivered in person; (ii) when transmitted by electronic mail, if followed by transmittal by national overnight courier for delivery on the next business day; (iii) upon receipt after dispatch by registered or certified mail, postage prepaid; or (iv) on the next business day if transmitted by national overnight courier (with confirmation of delivery).

10.4 Publicity. Company may include Customer’s name and logo on Company’s web site and public customer lists; publication of a press release describing Customer’s election to use the Software; publication of a written or video success story, describing Customer’s use of the Software.

10.5 Relationship. There is no joint venture, partnership, agency or fiduciary relationship existing between the Parties and the Parties do not intend to create any such relationship by this Agreement. There are no third-party beneficiaries to this Agreement.

10.6 Force Majeure. Neither Party will be liable hereunder for any failure or delay in the performance of its obligations under this Agreement (other than any payment obligation) if such failure or delay is on account of causes beyond its reasonable control, including war, fires, floods, accident, earthquakes, inclement weather, pandemics, epidemics, local disease outbreaks, public health emergencies, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, acts of God, or other similar occurrences beyond the reasonable control of the Party causing default or delay in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party will use reasonable efforts to notify the other Party of the occurrence of such an event within two (2) business days of its occurrence. Should a Party experience a force majeure event, it shall take reasonable measures to mitigate any impact that such event has on its performance of this Agreement and will take all reasonable steps to perform despite such event.

10.7 Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Customer, by operation of law or otherwise, without the prior written consent of Company, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Company may freely transfer, assign or delegate this Agreement or its rights and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective representatives, heirs, administrators, successors and permitted assigns.

10.8 Amendment; Waiver. No modification, amendment, or waiver of any provision of this Agreement will be effective unless it exists in writing and is signed by the Party against whom the modification, amendment, or waiver is to be asserted. The delay or failure of a Party at any time to require performance of any obligations of the other Party will not be deemed to be a waiver and will not affect its right to enforce any provision of this Agreement at a subsequent time. One waiver will not imply or be construed to be a waiver of any future breach.

10.9 Severability. If any provision (or any part thereof) is unenforceable under, or prohibited by any present or future Law, then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance with such Law, while preserving to the maximum extent possible the intent of the original provision. Any provision (or part thereof) that cannot be so amended will be severed from this Agreement; and, all the remaining provisions of this Agreement will remain unimpaired.

10.10 Interpretation. In this Agreement: (a) the headings are for convenience only and will not affect the meaning or interpretation of this Agreement; (b) the words “herein,” “hereunder,” “hereby,” and similar words refer to this Agreement as a whole (and not to the particular sentence, paragraph, or Section where they appear); (c) terms used in the plural include the singular, and vice versa, unless the context clearly requires otherwise; (d) “or” is used in the sense of “and/or”; (e) “any” is used in the sense of “any or all”; and (f) the words “include,” “includes,” or “including” are to be construed as if they are immediately followed by the words “without limitation.” If an ambiguity or question of intent or interpretation arises, then this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the terms hereof or thereof.

10.11 Counterparts. This Agreement can be executed by electronic signature and in counterparts, each of which are deemed an original, but all of which together will constitute one and the same Agreement. The execution of this Agreement may be evidenced by way of a facsimile, portable document format (.pdf) transmission or electronic production or reproduction, photostatic or otherwise, of such party’s or person’s signature, and such portable document format (.pdf), or electronic production or reproduction signature will be deemed to constitute the original signature of such party or person.