ALLURE DENTAL LLC // F13LD DENTAL SOLUTIONS LLC FACIAL SCANNER LICENSE AND USE AGREEMENT

WHEREAS, Allure Dental LLC fabricates Full Arch Treatment prosthetic devices, and,

WHEREAS, F13LD Dental Solutions LLC owns and licenses a patent protected Workflow and Technology which is used to obtain anatomical information from prospective patients who desire full or partial restoration of their mouth using dental implants, and

WHEREAS, Customer desires to use the F13LD Workflow and Technology owned by F13LD Dental Solutions LLC, and F13LD Dental Solutions LLC is willing to license the use of its F13LD Workflow and Technology to Customer (i.e., permit Customer to use, and/or implement in Customer's dental practice specific to his/her own patient's restorative needs) pursuant to the terms contained in this License and Use Agreement,

NOW THEREFORE, Customer and Allure Dental LLC and F13LD Dental Solutions LLC, in consideration of the above recitals and covenants and promises hereinafter set forth, do agree as follows:

1.0 F13LD WORKFLOW AND TECHNOLOGY.

The F13LD Workflow and Technology, which is the subject of this License and Use

Agreement consists of the following:

  • One (1) facial scanner (ObiScanner) with advanced software

  • One (1) tripod

  • Two (2) lights

  • One (1) proprietary workflow manual

  • Two (2) orientation scan markers (l -6mm and 1-8mm)

  • Four (4) suture caps

  • Four (4) universal scan bodies

  • One blue universal scan body

  • Four (4) scan bullets

  • Four (4) scan nugs

  • Two (2) STV trays

  • Two putty

Additional parts are available for purchase.

Training for the use of the F13LD Workflow and Technology is provided via FI3LD Companion, an online instructional portal.

WARNING/DISCLOSURE: The F13LD Workflow and Technology has not been approved by the U. S. Food and Drug Administration (FDA). The Customer assumes all risks associated with the use of the F13LD Workflow and Technology,

EXCLUSIONS.

The F13LD Workflow and Technology does not include optional forms which may be provided by Allure Dental LLC and F13LD Dental Solutions LLC, from time to time, for use by Customer with its patients. Any such optional forms of Allure Dental LLC and F13LD Dental Solutions LLC, are provided solely as a courtesy and are from the public domain and are not for use in any particular State or Country. Customer agrees not to use any such courtesy forms without prior consultation with and approval of Customer's legal counsel.

Videos which are used by or provided by Allure Dental LLC and F13LD Dental Solutions LLC are for training purposes only for use of the F13LD Workflow and Technology and may not be relied on for how Customer practices dentistry in any form. Customers entering into the realm of full-arch dentistry must acknowledge the significance and critical nature of surgical and prosthetic fundamentals. The F13LD Workflow and Technology licensed under this Agreement may aid in the practice of dentistry but it cannot replace or be relied upon in place of the expertise and training of a seasoned dentist. Videos are not provided to convey any form of knowledge related to dentistry of any form nor to replace the key prosthetic and surgical fundamentals which a dentist must possess in practicing within the standard of care for that dentist.

2.0 CONSIDERATION FOR THE USE AND LICENSE OF THE TECHNOLOGY.

N/A

3.0 OWNERSHIP OF THE F13LD WORKFLOW AND TECHNOLOGY.

F13LD Dental Solutions LLC retains title to and ownership of the F13LD Workflow and Technology and reserves all rights not expressly granted to Customer hereunder. Customer agrees that nothing contained herein entitles Customer to own the F13LD Workflow and Technology or any portion thereof and that the F13LD Workflow and Technology is only being licensed to Customer and not sold to Customer.

Customer agrees and acknowledges that as between F13LD Dental Solutions LLC and Customer, F13LD Dental Solutions LLC (including Third Party Software Licensors, as the case may be) owns all right, title and interest in and to the F13LD Workflow and Technology , and in and to any intellectual property (including without limitation, copyrights, patents, trademarks, and any other proprietary rights) included in or applicable to the F13LD Workflow and Technology.

The Workflow manual and all accompanying instructional materials provided under this License and Use Agreement are copyrighted. Unauthorized copying of the Workflow manual and/or the instructional materials is prohibited. Customer may be held legally responsible for any copyright infringement that is caused or encouraged by Customer's failure to abide by the terms and conditions of this License and Use Agreement.

Customer's use of the F13LD Workflow and Technology is subject to the following additional restrictions: Customer is prohibited from (i) modifying, adapting, translating, decompiling, reverse engineering, or disassembling the F13LD Workflow and Technology, or otherwise attempting to derive source codes of the F13LD Workflow and Technology; (ii) creating derivative works based upon the F13LD Workflow and Technology; (iii) tampering or interfering with the functionality, delivery or operation of the F13LD Workflow and Technology while using it; (iv) selling, renting, transferring, reselling, or distributing the F13LD Workflow and Technology to any third party; (v) duplicating, reproducing, copying (except for reasonable backup purposes), modifying, or otherwise creating derivative works of the F13LD Workflow and Technology; (vi) removing any proprietary notices, labels or marks that are on or in the F13LD Workflow and Technology; or (vii) exporting or re-exporting the F13LD Workflow and Technology, directly or indirectly, into any country.

4.0 CUSTOMER REPRESENTATIONS.

  1. Customer represents that he or she is a licensed dental professional qualified to (1) license the

F13LD Workflow and Technology (defined in 1.0, above) (2) competent to operate and use the F13LD Workflow and Technology and (3) to place the orders for arch prosthetic devices (pursuant to 2.0 above).

  1. Customer has full and final responsibility to exercise independent professional judgment concerning all risk assessment factors related to the proposed use of the F13LD Workflow and Technology and to verify the suitability of the dental implant placement and location of the dental implant placement for the patient.

  2. Customer represents that any use of the F13LD Workflow and Technology was done at the Customer's sole request.

  3. The Customer takes full medical responsibility and assumes all liability of any kind for the use of the F13LD Workflow and Technology.

00127329.WPD

  1. Customer represents that it is solely responsible for inspecting and approving the F13LD Workflow and Technology prior to using the F13LD Workflow and Technology.

  2. During the term of this Agreement, Customer shall maintain comprehensive general liability and professional negligence insurance coverage with minimum limits of One Million Dollars  and to provide proof of such coverage upon request.

5.0 EXCLUSIVE USE OF F13LD WORKFLOW AND TECHNOLOGY.

The F13LD Workflow and Technology used and licensed under this Agreement is to be used only by qualified dental professionals who are the Customer (who is a party to this Agreement) or who are employees of the Customer, This Agreement and the terms and conditions it contains are not assignable by Customer except upon the written consent of F13LD Dental Solutions LLC, which may be denied in F13LD Dental Solutions LLC's sole and absolute discretion.

Customer agrees to use the F13LD Workflow and Technology in a professional manner and in compliance with all applicable laws and regulations. Any misuse of the F13LD Workflow and Technology or deviation from established protocols will constitute a breach of this

Agreement, entitling F13LD Dental Solutions LLC to seek any and all available legal remedies, including taking immediate possession of the F13LD Workflow and Technology.

6.0 DISCLAIMER OF WARRANTIES.

F13LD DENTAL SOLUTIONS LLC HAS NOT MADE AND DOES NOT MAKE ANY

WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESSED OR

IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR

OPERATION OF THE F13LD WORKFLOW AND TECHNOLOGY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OR CAPACITY OF MATERIALS IN THE F13LD WORKFLOW AND TECHNOLOGY OR WORKMANSHIP IN OR OF THE F13LD WORKFLOW AND TECHNOLOGY, F13LD DENTAL SOLUTIONS LLC'S TITLE TO THE

F13LD WORKFLOW AND TECHNOLOGY NOR ANY OTHER REPRESENTATION OR

WARRANTY WHATSOEVER. F13LD DENTAL SOLUTIONS LLC SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED, DIRECTLY OR INDIRECTLY, BY THE FI3LD WORKFLOW AND TECHNOLOGY OR THE USE THEREOF OR THE FAILURE OR THE OPERATION THEREOF.

7.0 DISCLAIMER AND LIMITATION OF LIABILITY.

A. CUSTOMER AGREES AND UNDERSTANDS: THAT NEITHER F13LD DENTAL

SOLUTIONS LLC NOR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS OR

EMPLOYEES (COLLECTIVELY, "REPRESENTATIVES") IS AN INSURER; THAT CUSTOMER CURRENTLY HAS AND SHALL ALWAYS MAINTAIN INSURANCE

COVERING THE CUSTOMER FOR USE OF THE F13LD WORKFLOW AND

TECHNOLOGY; THAT RECOVERY FOR ALL SUCH LOSS, DAMAGE AND EXPENSE SHALL BE LIMITED TO ANY SUCH INSURANCE COVERAGE ONLY; AND THAT

F13LD DENTAL SOLUTIONS LLC AND REPRESENTATIVES ARE RELEASED FROM

ALL LIABILITY, INCLUDING CONSEQUENTIAL AND INCIDENTAL DAMAGES, DUE

TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR

DEGREE, BREACH OF CONTRACT, EXPRESS OR IMPLIED, BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BY LOSS OR DAMAGE RESULTING FROM THE F13LD WORKFLOW AND TECHNOLOGY.

 

B. IN THE EVENT THAT ANY LIABILITY (ALLEGED OR ACTUAL) SHOULD ARISE ON THE PART OF F13LD DENTAL SOLUTIONS LLC OR ANY REPRESENTATIVE OF

F13LD DENTAL SOLUTIONS LLC FOR ANY LOSS, DAMAGE OR EXPENSE DUE TO

ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR

DEGREE (WHICH OCCURS BEFORE OR AFTER THE SIGNING OF THIS AGREEMENT),

OR DUE TO PRODUCT OR STRICT LIABILITY, BREACH OF WARRANTY, EXPRESS

OR IMPLIED, BREACH OF CONTRACT, EXPRESS OR IMPLIED, OR FOR

CONTRIBUTION OR INDEMNIFICATION, SUCH LIABILITY SHALL BE LIMITED TO

THE MAXIMUM SUM OF TWO HUNDRED AND FIFTY DOLLARS ($250.00),

COLLECTIVELY, FOR F13LD DENTAL SOLUTIONS LLC AND ITS REPRESENTATIVES,

AND THIS SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY REGARDLESS OF WHAT LEGAL AUTHORITY IS USED TO DETERMINE THAT THE COMPANY WAS LIABLE FOR THE INJURY OR LOSS.

 

C. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT EACH

AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR THE

LIMITATION OF LIABILITY, DISCLAIMER OR WARRANTIES OR EXCLUSION OF

DAMAGES, IS INTENDED BY THE PARTIES TO BE SEVERABLE FROM ANY OTHER PROVISION AND IS A SEVERABLE AND INDEPENDENT ELEMENT OF RISK ALLOCATION AND IS INTENDED TO BE ENFORCED AS SUCH.

 

8.0 INDEMNIFICATION.

IF ANYONE OTHER THAN THE CUSTOMER, INCLUDING THE CUSTOMER'S

INSURANCE COMPANY, ASKS INFORMALLY, OR COMMENCES LITIGATION

AGAINST F13LD DENTAL SOLUTIONS LLC OR ALLURE DENTAL LLC, OR ANY OF

EITHER OF F13LD DENTAL SOLUTIONS LLC OR ALLURE DENTAL LLC

REPRESENTATIVES, TO PAY FOR ANY Loss, DAMAGE OR EXPENSE (INCLUDING

ECONOMIC LOSSES, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) DUE TO

(1) BREACH OF CONTRACT OR WARRANTY, EXPRESS OR IMPLIED, (11) ACTIVE OR

PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE BY

F13LD DENTAL SOLUTIONS LLC OR ITS REPRESENTATIVES, (111) PRODUCT OR

STRICT LIABILITY, OR (IV) A CLAIM FOR INDEMNIFICATION OR CONTRIBUTION,

CUSTOMER AGREES TO PAY (WITHOUT ANY CONDITION THAT F13LD DENTAL

SOLUTIONS LLC OR ALLURE DENTAL LLC, OR THEIR REPRESENTATIVES FIRST

PAY) AND TO HOLD F13LD DENTAL SOLUTIONS LLC HARMLESS AND ALLURE

DENTAL LLC, FROM ALL LOSSES, DAMAGES AND EXPENSES INCLUDING,

WITHOUT LIMITATION ATTORNEYS FEES, WHICH MAY BE ASSERTED AGAINST OR INCURRED BY F13LD DENTAL SOLUTIONS LLC, ALLURE DENTAL LLC, OR ANY OF THEIR REPRESENTATIVES.

 

9.0 MISCELLANEOUS.

  1. This Agreement supersedes all prior agreements between the parties with respect to the subject matter hereof.

  2. Headings are for convenience only and not part of this Agreement.

  3. Any failure by and of the parties to comply with any of the obligations, agreements, or conditions set forth in this Agreement may be waived by the other party, but any such waiver shall not be deemed a waiver of any subsequent failures or other obligations or conditions contained in this Agreement.

  4. The invalidity or unenforceability of any term or provision shall not affect the validity or enforce-ability of the remainder of this Agreement.

  5. This Agreement shall be construed and governed under the laws of California without regard for the provisions of California Civil Code section 1654.

  6. If a lawsuit is filed with respect to this Agreement, it shall be filed in the Superior Coult of California, County of San Joaquin, or the United States District Court, Eastern District of California.

  7. The prevailing party in any lawsuit shall be entitled to collect all reasonable attorney's fees and costs.

  8. This Agreement may not be altered, amended, or modified except by written instrument signed by all parties.

Ii This Agreement and the various rights and obligations arising hereunder are for the express benefit ofF13LD DENTAL SOLUTIONS LLC and ALLURE DENTAL LLC shall inure to the benefit of and be binding upon the parties hereto and their respective successors, heirs, administrators, executors, and personal representatives.

J. The Disclaimer of Warranties (Section 6.0), the Disclaimer and Limitation of Liability (Section 7.0) and the Indemnification (Section 8.0) survive the termination of this Agreement, and notwithstanding the reason for termination of this Agreement.