Download end-user license agreement for tdc odontogram

END-USER LICENSE AGREEMENT FOR TDC ODONTOGRAM COMPONENT
IMPORTANT—READ CAREFULLY: THIS END-USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT
BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND THE DOCTOR COMPANY, INC. (“TDC”)
TDC IS WILLING TO LICENSE THE SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT
ALL OF THE TERMS CONTAINED IN THE LICENSE AGREEMENT PRINTED BELOW, INCLUDING WITHOUT
LIMITATION, THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNITY PROVISIONS.
EXECUTING THIS LICENSE AGREEMENT OR A QUOTATION OR OTHER CONTRACT DOCUMENT THAT
INCORPORATES THIS LICENSE AGREEMENT, DOWNLOADING THE SOFTWARE, OPENING THE ELECTRONIC
DOCUMENT PACKAGE OR CLICKING THE ACCEPT BUTTON DURING INSTALLATION, INDICATES YOUR
ACCEPTANCE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE
TERMS, TDC IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH CASE YOU MUST
IMMEDIATELY DESTROY THE PACKAGE AND ALL ACCOMPANYING MATERIAL.
The Term of this License for any Software provided for evaluation purposes is 60 days and for any
Software that is licensed for redistribution as part of the Application Software and where the applicable
License Fee has been paid by Licensee is perpetual.
This License Agreement covers all materials associated with the Software and also applies to any
updates as may be provided by TDC, unless TDC provides new license terms and conditions with or
applicable to the update.
1. GRANT OF DEVELOPMENT LICENSE
TDC grants Licensee a non-exclusive, non-transferable, worldwide license for all programmer’s
employed by Licensee to install the Software on their personal computer and use the Software and a
copy of the associated user documentation contained in the accompanying user manual, “online” help
and/or Acrobat files (“Documentation”) in the development of the Application Software. The license
granted hereunder applies only to the designated version of the enclosed Software and to any future
updates provided by TDC to Licensee as part of Maintenance Services to the extent TDC is then
obligated to provide Maintenance Services to Licensee in accordance with this License Agreement. The
foregoing license does not include the right to modify the Software unless Licensee acquires a sourcecode license.
2. SINGLE END USER APPLICATION
The Application Software developed by Licensee must be an “end user application.” An “end user
application” is a specific application program that is licensed to a person or firm for business or personal
use and not with a view toward redistributing the application or any part of the application, and may be
an application that is used by Licensee internally, or an application that is commercially
licensed/distributed to end users of Licensee (“End Users”) for their use. An End User may not modify or
further distribute the Software Application and may not copy it (other than for archival purposes).
Licensee’s license agreement with its End Users covering the Application Software (“End User EULA”)
must contain restrictions prohibiting redistribution, modification and copying of the Application
Software. For purposes hereof, upgrades and updates to the Software Application are not considered
additional end user applications requiring additional licensing. The license rights hereunder do not
apply to development and deployment of software products or services such as “web services”, ActiveX
controls, browser plug-ins, web browsers, authoring tools, development toolkits, dynamic link libraries
(DLLs), and software with an application programming interface (API), compilers, operating systems or
any other software not falling within the above definition of an end user application. The Application
Software must be an application that provides substantial functionality beyond that provided by the
Software.
3. GRANT OF DUPLICATION AND DISTRIBUTION LICENSE
The Software includes certain object code components that are intended for duplication and
distribution by Licensee within the Application Software to the End User of Application Software
(“Redistributables”). Subject to all the restrictions and conditions set forth in this Agreement and any
documentation provided by TDC (the “Documentation”), TDC hereby grants Licensee (and only Licensee)
a non-exclusive, non-transferable, worldwide license to reproduce (and have reproduced) such
Redistributables as part of the Application Software and not separately therefrom, and to distribute
such Redistributables (in object code form only) as part of the Application Software, directly or through
customary distribution channels, to End Users. If the Software is provided for evaluation purposes then
no rights to copy or redistribute the Application Software are granted.
Licensor must license the Application Software pursuant to an End User EULA with each of its End Users
that contains protective provisions for the benefit of TDC that are at least as protective of TDC from a
liability perspective as those included to protect Licensor from liability, and which are at least as
protective of TDC’s confidentiality and proprietary rights in the Software, as are included to protect
Licensor’s proprietary rights in the Application Software, and in any event to include provisions that
include:
•
at least comparable language as is contained in this License Agreement with respect to
restrictions on US Government rights (as set out in Section 8 of this License Agreement), but
which may alternatively be satisfied by including such language in an “About” screen displayed
to the End Users by the Application Software;
•
a prohibition on modifying, decompiling, disassembling or reverse engineering the Software
(unless prohibited by applicable law);
•
a prohibition of any separate use of the Software independent of or otherwise other than solely
as required to use the Application Software;
•
a prohibition of any copying, use, modification or distribution of the Application Software,
including the Software, other than for End-User’s internal use;
•
export restrictions (consistent with Section 7 of this License Agreement);
•
exclusion of any and all liability of Licensee’s licensors (e.g., TDC) to any Licensee customer or
other third party;
•
Third Party Components license restrictions/requirements (see above);
•
That Licensee’s licensors (e.g., TDC) shall be third party beneficiaries of such license agreements.
Licensee shall ensure that the End Users are made aware of and have a reasonable opportunity to
examine and accept its End User EULA prior to obtaining possession of or using the Redistributables.
Such End Users shall only be entitled to possess and/or use the Redistributables if they accept the End
User EULA. Licensee shall terminate the rights to use the Redistributables to any End User who (i)
breaches any term of the End User EULA or (ii) suffers an event of bankruptcy or insolvency. Upon any
such termination, Licensee shall require the End User to cease use of the Application Software, including
any Redistributables, and return all copies thereof to Licensee.
5. OTHER LICENSE TERMS AND RESTRICTIONS
The licenses granted under this License Agreement are expressly conditioned upon Licensee’s
compliance with all the terms and conditions of this License Agreement. Licensee may not use, copy,
rent, lease, sell, sublicense, assign or otherwise transfer the Software except as expressly provided for in
this License Agreement. Licensee may make a reasonable number of archival copies of the Software as
required to support its licensed use. Licensee acknowledges that the Software, in source code form,
remains a confidential trade secret of TDC and therefore Licensee agrees that it shall not modify (unless
it is granted a source code license as indicated on the Cover Page), decompile, disassemble or reverse
engineer the Software, or attempt to do so, except to the extent such prohibition is not permitted by
applicable legislation. Licensee shall not reproduce, copy or transfer any Documentation, except
Licensee may use the sample source code examples contained in the Documentation for the purpose of
developing the Application Software subject to the following limitations: (i) Licensee may not use the
sample source code for any purpose other than developing the Application Software and (ii) Licensee
may not disclose, redistribute or otherwise transfer any of the sample source code, or any source code
derived from the sample source code. Licensee acknowledges that the sample source code is a
confidential trade secret of TDC, and Licensee shall treat the sample source code in the same manner as
Licensee treats its own trade secret information, but in no event less than a reasonable degree of
protection. Any Licensee employee or contractor who has access to the Software, including any sample
source code, must be bound by a written nondisclosure and restricted use agreement prohibiting him
from disclosing any trade secret or other confidential information of Licensee and/or its licensors (e.g,.
including TDC). Licensee may not use the Software to develop an application that directly or indirectly
utilizes TDC’s Redistributables as part of another application (e.g., other than the Application Software).
If Licensee wishes to use the Software in a manner prohibited by this Agreement, Licensee should
contact TDC to determine whether a special license may be obtained. Licensee will maintain complete
and accurate records regarding its use of the Software and the deployment of the Application Software
and will promptly respond to inquiries from TDC. Without derogating from the foregoing, the Software
and associated documentation constitutes the confidential and proprietary information of TDC and
Licensee shall protect such material using at least the same means that it protects its own confidential
information including the Application Software, but in no event less than a reasonable standard of care.
Licensee agrees that (i) copying, distributing, duplicating, or otherwise reproducing all or any part of the
Software, except as expressly provided for in this License Agreement or (ii) failing to protect the
Software, shall be considered a material breach of this License Agreement.
6. PROPRIETARY RIGHTS; COPYRIGHT NOTICES
Except for the limited license granted herein, TDC and its licensors retain exclusive ownership of all
proprietary rights (including all ownership rights, title, and interest) in and to the Software including any
modifications or enhancements therto. Except as required hereby, Licensee shall not use TDC’s name,
trademarks, or any TDC designation in association with Licensee’s Application Software.
In order to protect the copyright and other ownership interests of TDC and it licensors, Licensee agrees
that, as a condition of its rights hereunder, (i) all copyright and other proprietary notices (“Notices”)
which are embedded in the Software and its associated Documentation shall remain as embedded, in
the same manner as embedded by TDC, in each copy of the Software (ii) all Notices which appear on
such materials shall appear, in the same manner on each tangible copy or any portion thereof or
documentation therefore, and (iii) Licensee shall ensure that all Notices which appear on such materials
shall appear, in the same manner, on each tangible copy or portion thereof or documentation.
The Application Software must contain the following copyright and patent notices in the “About box”:
“Portions of this product were created using or incorporate components licensed from THE DOCTOR
COMPANY INC. ©1999-2013, THE DOCTOR COMPANY INC. ALL RIGHTS RESERVED.
7. EXPORT LAW
Licensee acknowledges and agrees that the Software may be subject to export control restrictions under
applicable law. Licensee also acknowledges and agrees that the Software may contain components that
are of U.S. origin or based on U.S. origin technology or technology that is otherwise subject to U.S.
export control restrictions (including those relating to deemed exports) or economic sanctions. Licensee
agrees and certifies that neither the Software nor any direct product thereof (e.g. the Application
Software) is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, to any
person or into any country prohibited by such laws and the regulations thereunder or will be used for
any purpose prohibited by the same. Licensee bears all responsibility for export law compliance.
8. U.S. GOVERNMENT
U.S. GOVERNMENT RIGHTS. This Software is provided with RESTRICTED RIGHTS. Use, duplication, or
disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at DFAS 252.227-7013 or subparagraphs (c)(1)
and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable .
Manufacturer is THE DOCTOR COMPANY INC.., 153 High Street, Box 850, Sutton, ON. L0E 1R0, Canada.
Licensee must seek permission from TDC prior to commencing negotiations to provide additional or
alternative rights in the Software to any United States government end users.
9. TERM
Except as otherwise specified in this License Agreement, the license granted hereby is effective until
terminated. Licensee may terminate the license by returning the Software and Documentation to TDC,
without refund, and destroying all copies thereof in any form. TDC may terminate the license if Licensee
fails to comply with any term or condition of this License Agreement. Upon such termination, Licensee
shall cease using the Software and cease using or distributing the Application Software containing the
Redistributables. All restrictions prohibiting Licensee’s use of the Software, Licensee’s confidentiality
obligations and intellectual property provisions relating to Software running to the benefit of TDC will
survive termination of the license pursuant hereto. Either party may immediately terminate this License
Agreement if any of the following events occurs with respect to other party: (a) insolvency of the other
party; (b) voluntary bankruptcy or application for bankruptcy by the other party; (c) involuntary
bankruptcy or application for bankruptcy, by the other party, which is not discharged within sixty (60)
days; (d) appointment of receiver for all or a portion of the other party’s assets; or (d) any assignment by
the other party for the benefit of creditors. Termination will not affect properly granted end user
licenses of the Application Software distributed by Licensee prior to termination so long as such End
User licensees of Licensee continue to abide by the applicable license restrictions.
10. EXCLUSION OF WARRANTIES
LICENSEE HAS HAD FULL OPPORTUNITY TO EVALUATE AND TEST THE SOFTWARE TO DETERMINE IF IT
MEETS LICENSEE’S REQUIREMENTS. ACCORDINGLY, SOFTWARE IS PROVIDED “AS IS” AND TDC DOES
NOT MAKE OR OFFER ANY PERFORMANCE WARRANTY OR OTHER WARRANTY OF ANY KIND,
WHATSOEVER, IN RESPECT OF THE SOFTWARE OR ANY SERVICES AND LICENSEE ACKNOWLEDGES THAT
NO REPRESENTATIONS OF ANY KIND HAVE BEEN MADE CONCERNING THE SOFTWARE OR SERVICES ON
WHICH LICENSEE IS RELYING IN ENTERING INTO THIS AGREEMENT AND LICENSING THE SOFTWARE.
ALL REPRESENTATIONS, WARRANTIES, AND/OR CONDITIONS, EXPRESS OR IMPLIED, ARE HEREBY
EXCLUDED AND DISCLAIMED BY TDC, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SERVICE QUALITY, TITLE
AND/OR NON-INFRINGEMENT. NOT ALL JURISDICTIONS ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, AND THUS THE FOREGOING LIMITATION OR PORTIONS THEREOF MAY NOT APPLY TO
LICENSEE. THE UNITED NATIONS CONVENTION OF CONTRACTS FOR THE INTERNATIONAL SALE OF
GOODS, AND/OR ANY LOCAL LEGISLATION IMPLEMENTING SAME, SHALL NOT APPLY TO THIS LICENSE
AGREEMENT.
11. INDEMNIFICATION
In the event that a claim is filed in a court of competent jurisdiction alleging that the Software used
within the scope of the license granted hereunder directly infringes any copyright or trade secret of any
third party (“Infringement Action”), TDC shall indemnify, defend and hold Licensee harmless from and
against such Infringement Action and any and all costs, damages, penalties and expenses, including
reasonable attorneys’ fees, finally resulting from or awarded in actions attributable to such claim,
provided that (a) Licensee promptly notifies TDC in writing of the existence of such Infringement Action,
(b) TDC has control of the defense and settlement of such Infringement Action and all related
settlement negotiations, and (c) Licensee provides all reasonable assistance and cooperation in such
defense. Licensee shall not admit or settle any such claim or suit without the prior written consent of
TDC. In the event of an infringement claim for which TDC is obligated to indemnify Licensee, TDC may,
at its sole discretion, (i) obtain a license that allows Licensee to continue using the Software, or (ii)
replace or modify the Software so as to be non-infringing in a manner that does not materially affect its
functionality, or (iii) terminate the license and require return of the Software and shall refund the
amount paid by Licensee, less a reasonable amount for the prior use of the Software by Licensee. The
foregoing obligations of TDC with respect to indemnification and remediation do not apply to any
infringement that arises from: (1) information, materials or requirements provided by or on behalf of
Licensee; (2) combination of the Software with any software or material not provided by TDC (including
any combination with the Application Software); (3) use or distribution in violation of this License
Agreement; (4) any third party components reasonably identifiable as such (e.g., any portions of the
Software not developed by TDC such as runtime libraries required as a result of the use of development
tools); (5) any use outside of the Territory identified in the License Agreement; (5) the Application
Software excluding the Software; (6) Licensee continuing any manufacturing, use, distribution, or
licensing after being notified of any allegedly infringing activity and after being informed of or provided
with modifications that would have avoided the alleged infringement or after being notified of the
Licensee’s election to terminate the license. The foregoing represents TDC’s sole responsibility to
Licensee, and Licensee’s exclusive remedy, in the event of a third party infringement claim of any kind,
and it is agreed that TDC will have no responsibility or liability whatsoever in connection with any third
party patent claims.
Licensee is fully responsible for the marketing, sale, support, installation, and distribution of the
Application Software to the End Users. Licensee will indemnify and hold TDC harmless from and against
all liability, loss, cost, damage or expense, including reasonable attorney’s fees, arising from Licensee’s
distribution of the Application Software, including any claims made by the End Users or other third
parties.
12. LICENSEE’S REMEDIES: LIMITATIONS
IN NO EVENT SHALL TDC OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA,
LOST REVENUE, LOST SAVINGS, LOST BUSINESS AND LOSS OF GOODWILL) IN CONNECTION WITH OR
ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE OR PROVISION OF ANY SERVICES,
REGARDLESS OF WHETHER TDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL TDC’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS EXCEED
AMOUNTS PAID TO TDC BY LICENSEE UNDER THE TERMS OF THIS AGREEMENT. THE FOREGOING
LIMITATIONS AND EXCLUSIONS SHALL APPLY NOTWITHSTANDING THE BASIS OR LEGAL THEORY FOR
ANY CLAIM, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING
NEGLIGENCE), WARRANTY OR OTHERWISE. LICENSEE UNDERSTANDS AND AGREES THAT THE
FOREGOING LIABILITY LIMITATTIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE
ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD
BE SUBSTANTIALLY DIFFERENT. NOT ALL JURISDICTIONS ALLOW LIMITATIONS OF LIABILITY, AND THUS
THE FOREGOING LIMITATION MAY NOT APPLY TO LICENSEE.
Except with respect to any breach of Licensee’s payment obligations hereunder or any unauthorized use
of TDC’ intellectual property rights, any and all claims arising from or in connection with any breach of
this License Agreement must be brought within two (2) years, or such longer period as required by
mandatory applicable law, from the date of such breach.
EXCEPT AS MAY BE EXPRESSLY SPECIFIED IN ANY DIRECT LICENSE AGREEMENT BETWEEN ANY TDC
LICENSOR AND LICENSEE, IN NO EVENT SHALL TDC NOR TDC’S LICENSORS HAVE ANY LIABILITY TO
LICENSEE, ANY END USER OR OTHER THIRD PARTY.
13. UNLAWFUL USE
Additionally, Licensee agrees that it will not use nor license the Software or Application Software for any
unlawful purpose, including without limitation, for copying, distributing, broadcasting or publishing the
copyrighted works of any third party without a proper content license, and Licensee will indemnify and
hold TDC harmless from any and all claims asserted against TDC as the result of any wrongful actions
taken by Licensee. Licensee shall not combine, incorporate, utilize, or distribute copies of the Software
with or in connection with any product or system which, alone or in combination with such copies,
infringes any other person's or entity's intellectual property rights or any other rights.
14. UPDATES AND TECHNICAL SUPPORT.
Updates and/or Technical Support is optional.
Updates, if stated in the Cover Page to be included, shall consist of incremental updates to the Software
which TDC elects to provide to its similarly situated licensees as part of the annual Update fee. Updates
include bug fixes and error corrections but do not include any entitlement to new functionality or
enhancements or any other modules developed or licensed by TDC. Such Updates will only be included
for the term that Licensee has prepaid for such Update service. Updates do not include Technical
Support unless stated in the Cover Page as being provided. TDC does not guarantee that all errors can
or will be corrected. TDC reserves the right to modify the Software at any time, including, without
limitation, adding, deleting and re-defining functions.
Technical Support, if stated in the Cover Page to be included, shall consist of telephone, email or
Internet-based remote technical support to assist Licensee in resolving any material non-conformance of
the operation of the Software in accordance with TDC’s published Documentation for such Software.
Technical Support does not include provision of Updates unless stated in the Cover Page as being
provided. Technical Support does not include product training or implementation/integration
assistance.
Updates and Technical Support are for one year terms but shall be extended for additional one year
terms unless either provide provides the other with 30 days notice of its intention to not renew and in
any event shall automatically terminate if Licensee has not prepaid for such additional terms prior to the
start of each such additional term.
TDC reserves the right to amend and modify its technical support policies from time to time, in its sole
discretion. Licensee agrees that TDC may collect and freely use any and all technical information or
other submissions regarding the Software, including feature requests and product suggestions, provided
by Licensee to TDC’s support and technical sales departments.
15. EVALUATION VERSION.
If Licensee is using an "evaluation version" of the Software or otherwise using the Software prior to
payment of the License fee, then the licenses granted hereunder are limited as follows: (a) Licensee is
granted a license to use the Software for a period of sixty (60) days counted from the day of installation
(the "Evaluation Period") solely for purposes of evaluation and testing the Software to determine if
Licensee wishes to purchase a license for the release version of the Software;( b) upon completion of
the Evaluation Period, Licensee shall either i) delete the Software from the computer containing the
installation, or ii) obtain a paid license of the Software from TDC; and (c) any Application Software
developed with the evaluation version of the Software may not be deployed other than internally for
testing purposes, and will not be distributed or used for any commercial purpose.
16. GENERAL
This Agreement shall be interpreted, construed, and enforced according to the laws of the Province of
Ontario, Canada. In the event of any action under this Agreement, the parties agree that federal and
provincial courts located in Toronto, Ontario will have exclusive jurisdiction and that a suit may only be
brought by Licensee in Toronto, Ontario and Licensee submits itself for the jurisdiction and venue of the
province and federal courts located in Toronto, Ontario. This License Agreement constitutes the entire
agreement between the parties regarding the subject matter hereof and supersedes any and all prior
negotiations, promises, commitments, undertakings, and agreements of the parties relating thereto.
Without limiting the foregoing, the parties agree that the terms and conditions of any purchase order or
similar instrument that Licensee may send to TDC in connection with this License Agreement and/or the
subject matter hereof shall not be binding on TDC. TDC hereby rejects all such terms and conditions,
whether sent to or received by TDC prior to or after the date of this Agreement. The headings used in
this Agreement are only used for convenience of reference and are not to be considered in construing
this Agreement. This Agreement may be executed in counterparts, each of which shall be an original,
but all of which together shall constitute one instrument. This Agreement may be modified or amended
only by a written instrument duly executed by the parties hereto. If any provision of this Agreement is
held to be invalid, illegal, or unenforceable, the remaining provisions hereof shall be unaffected thereby
and remain valid and enforceable as if such provision had not been set forth herein. The parties agree
to substitute for such provision a valid provision which most closely approximates the intent and
economic effect of such severed provision. This Agreement, and the rights hereunder, may not be
assigned by Licensee, whether by oral or written assignment, sale of assets, merger, consolidation or
otherwise, without the express written consent of TDC. Licensee agrees to be responsible for any and
all losses or damages arising out of or incurred in connection with the Application Software. Licensee
agrees to defend, indemnify and hold TDC harmless from any such loss or damage, including attorney’s
fees, arising from the use, operation or performance of the Application Software or Licensee’s breach of
any terms of this Agreement. In addition to any License fees or any fees for any optional services,
Licensee shall also be responsible for any applicable taxes (including sales taxes, goods and services
taxes, harmonized sales taxes, value added taxes, duties, or similar government charges) associated with
Licensee’s acquisition, use, distribution, importation of the Software or any services, or otherwise arising
from this Agreement, whether now existing or whether such taxes come into force at a future date, but
excluding Canadian income taxes assessed on TDC’s net income. If Licensee is required by the laws of its
jurisdiction to withhold any portion of the License fee payments and remit those to its local tax authority
then the License fees will be grossed up to an amount that will result in TDC receiving the agreed upon
License fee amounts even after deduction of such applicable withholding taxes. The Software may
contain third party components that are subject to a direct license from their licensor or may otherwise
be subject to additional license restrictions or other terms. Such components and applicable terms may
be revised from time to time as applicable to updates of the Software. Such portions of the Software
are protected by copyright and other proprietary rights of third party software vendors, who shall be
deemed to be intended third party beneficiaries of this License Agreement, but except for the foregoing,
there are no other third party beneficiaries to this License Agreement. Licensee may be held directly
responsible by third party vendors for acts relating to the Software which are not authorized by this
Agreement. The relationship of TDC and Licensee established by this Agreement is that of independent
contractors, and nothing contained in this Agreement will be construed to (a) give either party the
power to direct and control the day-to-day activities of the other, (b) constitute the parties as partners,
joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow
either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
License fees and any fees for optional services are non-refundable. Licensor shall not be liable for a
failure to perform any of its obligations under this License Agreement during any period in which such
performance is delayed due to circumstances beyond its reasonable control. No waiver of any kind
under this Agreement will be deemed effective unless set forth in writing and signed by the party
charged with such waiver, and no waiver of any right arising from any breach or failure to perform will
be deemed to be a waiver or authorization of any other breach or failure to perform or of any other
right arising under this Agreement. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto. The Parties have requested that this Agreement, written notice or
other related document, be drawn up in the English language. Les Parties ont exigé que la présente
entente, ainsi que tout avis ou document y afférent, soient rédigés en langue anglaise.
The Doctor Company Inc.
COMPONENT SOFTWARE PURCHASE ORDER
The Doctor Company Inc.
153 High St., Box 850
Sutton, Ontario
Canada, L0E1R0
Contact Name:____________________________
Email Address:__________________________
Company Name:___________________________
Street:________________________________
State/Province:____________________________
Zip/Postal Code:________________________
City :____________________________________
Country:______________________________
Product Description
TDC Odontogram Components for WPF
•
•
•
Price
$2,499.00 CDN
Unlimited developers, royalty free distribution
Minor version upgrades (example: v1.7 to v1.8)
Free basic email/KB support
Credit Card Information
Card Type (circle one) VISA
MC
Sub Total $2,499.00 CDN
Applicable Taxes Total $2,499.00 CDN
AMEX
Credit Card #______________________________
Name on Card:____________________________
Telephone:_______________________________
Expiration Date:_________________________
Security Code:__________________________
Credit Card Billing information (if different than address above)
Company Name:___________________________
Street:_______________________________
State/Province:____________________________
Zip/Postal code:________________________
City :____________________________________
Country:______________________________
Terms:
The customer acknowledges that they have read the information posted
on http://liveddm.com/developers and understands the technical capabilities and limitations of the
software. When payment is received, a link and instructions will be sent to the email address provided
above to download the TDC Odontogram Components. Prices are subject to change without notice. Due
to the nature of software products, the TDC Odontogram Components are not returnable nor refundable.
Please email this PO to: [email protected] or fax to: 1.877.686.0451
The Doctor Company Inc., 153 High St., Box 850, Sutton, Ontario, Canada, L0E1R0 [email protected]