| BiteFX is sold under the terms described in the following License Agreement |
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D2Effects, LLC
Software License Agreement for BiteFX™ Version 1
NOTICE: PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING, LOGGING INTO, DOWNLOADING, OR OTHERWISE USING ANY OR ALL OF THE SOFTWARE OFFERED BY D2EFFECTS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY (HEREIN REFERRED TO AS "D2EFFECTS"), SPECIFICALLY INCLUDING BUT NOT LIMITED TO THE SOFTWARE "BiteFX™" AND ITS RELATED SUITE OF APPLICATIONS (HEREIN "BiteFX™").
BY LOGGING INTO, DOWNLOADING, INSTALLING OR OTHERWISE USING BiteFX™ , YOU ARE CONSENTING TO BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN (A) YOU MUST NOT LOGIN, DOWNLOAD, INSTALL OR OTHERWISE USE BiteFX™, (B) YOU MUST DELETE BiteFX TM SOFTWARE AND ALL COMPONENTS RELATED TO OR SUPPLIED TO YOU IN CONNECTION WITH YOUR RECEIPT OF BiteFX™ FROM YOUR HARDWARE AND (C) YOU MAY RETURN BiteFX™ FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM D2Effects, LLC OR A D2Effects-AUTHORIZED BiteFX™ RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL PURCHASER. IF YOU DO NOT CONSENT TO BE BOUND BY THIS AGREEMENT, FAILURE TO REQUEST OR RECEIVE A REFUND FROM D2Effects, LLC DOES NOT, IN ANY MANNER, AFFECT THE STRICT PROHIBITION AGAINST YOUR USE IN ANY FORM OF BiteFX™.
PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER BiteFX™ OR THE USER DOCUMENTATION ACCOMPANYING BiteFX™ (THE DOCUMENTATION ) OR ANY COPY THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
The following terms and conditions govern your use of BiteFX™ except to the extent BiteFX™ or any particular functionality or program contained therein or related thereto (a) is the subject of a separate written agreement with D2Effects, LLC or (b) includes a separate license agreement, either delivered as "click on" as part of login, installation and/or download process or by other means of delivery. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the applicable separate written agreement, (2) the applicable separate license agreement, and (3) this Agreement.
License. Subject to the terms and conditions of and except as otherwise provided in this Agreement, D2Effects, LLC and its suppliers and licensors grant to you, the Customer ("Customer" or "You") a nonexclusive, nontransferable, internal-use and object code only license to use BiteFX™ , including but not limited to the software, the Documentation, program modules, application suite(s) and features for which Customer has paid the required license fees (collectively and individually herein the "Licensed Software") as permitted by this Agreement. The foregoing license shall also be subject to each of the following limitations:
(i) Unless otherwise expressly provided in the Documentation, Customer shall use the Licensed Software solely on Customer's own hardware system for the purposes identified in the Licensed Software and pursuant to the license Customer has purchased. Customer shall not distribute the any or all of the Licensed Software to any party not specifically preauthorized by D2Effects, LLC in writing to have permission to use the particular unit of Licensed Software licensed to Customer.
(ii) Customer's use of the Licensed Software shall be limited to use of the Licensed Software by only so many authorized users and as to only so many application modules or suites as are provided for and correspond with the required license fee paid by Customer and such other documentation executed by Customer and D2Effects, LLC;
(iii) Customer's use of the Licensed Software is limited, as set forth in Customer's purchase order, in D2Effects, LLC's product catalog(s) or set forth at D2Effects, LLC's web site now or hereafter (or its successor site(s)) (the "Web Site"), to a maximum number of (a) users with access to the Licensed Software, (b) concurrent users sessions, and (c) installations, re-installations or downloads. Customer's use of the Licensed Software shall also be limited by any other restrictions set forth in Customer's purchase order or in D2Effects, LLC's product catalog accompanying BiteFX™ , the Documentation, the Web Site or the Licensed Software; and
(iv) No license, right, title or interest in or to D2Effects, LLC's or any of D2Effects, LLC's supplier's or licensor's trademarks, service marks, logos or trade names is granted hereunder.
General Limitations. Except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to:
(i) sell, lease, assign, create a security interest in, sublicense, distribute copies of or otherwise transfer ("Transfer") its license rights to any third party, or use the Licensed Software on equipment not specifically authorized by D2Effects, LLC, and any such Transfer shall be null and void as to any rights the Customer or the transferee may assert;
(ii) make error corrections to or otherwise modify or adapt the Licensed Software or create derivative works based upon the Licensed Software or permit third parties to do the same; or
(iii) decompile, decrypt, reverse engineer, disassemble or otherwise attempt to derive source code or reduce the Licensed Software to human-readable form to gain access to trade secrets or confidential information in the Licensed Software.
Only to the extent required by applicable law, at Customer's request D2Effects, LLC shall provide Customer with the interface information needed to achieve interoperability between the Licensed Software and another independently created program, on payment of D2Effects, LLC's applicable fee. Customer shall observe strict obligations of confidentiality with respect to such information.
Upgrades and Additional Copies. For purposes of this Agreement, "Licensed Software" shall also include (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions (collectively, "Upgrades") or backup copies of the Licensed Software provided to Customer by D2Effects, LLC or an authorized distributor for which Customer has paid the applicable license fees.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY SUCH ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL LICENSED SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE; (2) USE OF UPGRADES IS LIMITED TO CUSTOMERS WHO ARE EACH AN ORIGINAL END USER PURCHASER OR LICENSEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE LICENSED SOFTWARE WHICH IS BEING UPGRADED; AND (3) USE OF ADDITIONAL COPIES IS LIMITED TO BACKUP PURPOSES ONLY.
Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Licensed Software in the same form and manner that such copyright and other proprietary notices are included on the Licensed Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates of any Licensed Software without the prior written permission of D2Effects, LLC. Customer may make such backup copies of portions of the Licensed Software as may be necessary for Customer's lawful use, provided Customer affixes to such copies all copyright, confidentiality, and proprietary notices and never distributes such copies to any third party.
No Warranty. YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED SOFTWARE IS PROVIDED TO YOU ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY OF ANY KIND. BiteFX INCLUDES ARTISTIC RENDERINGS THAT APPROXIMATE CERTAIN DENTAL CONDITIONS TO BE USED AS A TEACHING TOOL BY LICENSED, COMPETENT DENTAL PROFESSIONALS AS PART OF AN OVERALL DIAGNOSIS AND TREATMENT PLAN OR AS AN AID IN DENTAL TRAINING. BiteFX IS NOT AND SHALL NOT BE CONSTRUED AS MEDICAL ADVICE, DIAGNOSIS OR TREATMENT IN ANY MANNER BY ANY INDIVIDUAL. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liabilities. IN NO EVENT WILL D2EFFECTS, LLC OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE EVEN IF D2EFFECTS, LLC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall D2Effects, LLC's or its suppliers' liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer to D2Effects, LLC for the Licensed Software. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THESE LIMTATIONS MAY NOT APPLY TO YOU.
Term and Termination. This Agreement is effective from the date Customer accepts these terms and conditions and downloads or installs the Licensed Software until terminated. Customer may terminate this Agreement at any time by destroying all originals or copies of Licensed Software (including BiteFX™ and the Documentation), and terminating Customer's login access (if any) by notification to D2Effects, LLC. Customer's license rights under this Agreement will terminate immediately without notice from D2Effects, LLC if Customer fails to comply with any provision of this Agreement. Upon termination, Customer must destroy all originals and copies of Licensed Software in its possession or control. Customer's obligations as set forth herein relating General Limitations, Proprietary Notices, Protection of Information, and any other clauses for which continued enforcement will serve to protect the parties in the manner intended by this Agreement shall survive termination of this Agreement.
Customer Records. Customer grants to D2Effects, LLC and its independent accountants and agents the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to D2Effects, LLC the appropriate licensee fees and reasonable audit expenses, without limiting D2Effects, LLC's other rights and remedies.
Export. You agree that you will not distribute, transmit, or transfer the Licensed Software, or any portion thereof, except in compliance with U.S. export laws and regulations. By using the Licensed Software, you represent and warrant that you (i) are not located in, under the control of, or a national or resident of any country to which the U.S. has embargoed goods, or (ii) will not export or re-export the Licensed Software to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. If the foregoing representation is not true, this Agreement is null and void effective as of the date you came into possession of the Licensed Software any your use and possession of the Licensed Software is illegal.
U.S. Government Restricted Rights. The Licensed Software, when delivered under a contract with a Department of Defense entity, is commercial Computer Software and Commercial Computer Software Documentation and is provided with the commercial rights and restrictions described herein for non-governmental customers. This Computer Software and Computer Software Documentation, when delivered under a contract with other U.S. Government entities, is "RESTRICTED RIGHTS SOFTWARE" pursuant to FAR 52.227-14(g)(3) (Jun 1987 and as amended), without regard to the existence or absence of any physical markings, if such clause is included in this contract, and otherwise is "RESTRICTED COMPUTER SOFTWARE" subject to the restrictions set forth in FAR 52.227-19(c) (Jun 1987), which are incorporated herein by reference.
Ownership. You agree that the Licensed Software and all portions thereof belong to D2Effects, LLC. You agree that you neither own nor hereby acquire any claim or right of ownership to the Licensed Software or to any related patents, copyrights, trademarks or other intellectual property. D2Effects, LLC retains all right, title and interest in and to the Licensed Software and all copies of the Licensed Software at all times, regardless of the form or media in or on which the original or other copies may subsequently exist and who made the copies. This license is not a sale of the original or any subsequent copy. All content accessed through the Licensed Software, if any, is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content.
Protection of Information. Customer agrees that aspects of the Licensed Software, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of D2Effects, LLC or its suppliers or licensors. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of D2Effects, LLC. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Licensed Software shall remain solely with D2Effects, LLC.
Notices. All notices and return of the Licensed Software and Documentation should be delivered to: BiteFX™ c/o D2Effects, LLC, 1145 Cinder Cone Court, Truckee, California 96161, Attn: Chief Executive Officer.
No other Obligations. This Agreement creates no obligations on the part of D2Effects, LLC other than as expressly set forth herein. Specifically, and without limitation, this Agreement creates no training, maintenance or service obligations on the part of D2Effects, LLC.
General. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law and the Customer submits to the jurisdiction and venue of state and federal courts in Washoe County, Nevada. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. D2Effects, LLC hereby specifically disclaims the United Nations Convention on Contracts for the International Sale of Goods. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the Licensed Software. In the event an action is commenced under this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees from the other party.
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Call Us 8am to 5pm PCT
1-877-224-8339 (2BiteFX)
(+1) 530-582-1189 |
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