THIS END USER LICENSE AGREEMENT (“Agreement”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AND SIKKA SOFTWARE CORPORATION (“Sikka Software”). PLEASE READ THIS AGREEMENT CAREFULLY AND PRINT OUT A COPY FOR YOUR RECORDS. THIS AGREEMENT SUPERSEDES PREVIOUS VERSIONS.

BY CHECKING THE AGREEMENT CHECKBOX BELOW OR DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE PROGRAM FROM SIKKA SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE AND IMMEDIATELY GET IN TOUCH WITH SIKKA SOFTWARE CORPORATION AT EULA@SIKKASOFT.COM OR 1 866 856 7119 WITH YOUR NAME AND CONTACT INFORMATION.

SOFTWARE: As used in this Agreement, the term “Software” refers to Sikka Software’s DENTAL PRACTICE OPTIMIZER®, FEE OPTIMIZER FEE SCHEDULE OPTIMIZER®, HOTOPTIMIZE™, ACCOUNTS RECEIVABLE MANAGEMENT SYSTEM®, DENTAL PRACTICE OPTIMIZER DASHBOARD™, CLINICAL PRACTICE OPTIMIZER™ AND DENTAL PRACTICE OPTIMIZER FOR PRACTICE ADVISORS™ software. The term “Software” also shall include all updates, upgrades, and new versions of the Software provided or made available to you by Sikka Software. The Software is deemed accepted by you upon installation.

SUBSCRIPTION PERIOD: You acknowledge that your license to the Software will commence on the day you order the Software and continue until expiration of each subscription period paid for by you (the “Subscription Period”). You agree to pay the applicable subscription fee for the Software. All payments are non-refundable and non-recoupable. No refunds will be made.

GRANT OF LICENSE: Subject to the terms and conditions of this Agreement, Sikka Software hereby grants you a personal, limited, non-exclusive, non-transferable license during the Subscription Period to: (i) install the Software on the number of computers for which you have paid the applicable subscription fee, (ii) use the Software solely internally and only for your own dental practice and solely with one fee schedule per paid licensed copy of the Software, and (iii) copy the Software for back-up or archival purposes.

SUBSCRIPTION SERVICES: During the Subscription Period, you will be eligible to receive Subscription Services as provided in this Section. The term “Subscription Services” includes technical support and such web-based training or other additional services as Sikka Software may, in Sikka Software’s discretion, make available to you.
Your subscription continue automatically, In the event, you wish to cancel your subscription, a 30 day written notice is required; upon receipt of it; you will be billed for all past and current amounts immediately that are due when we received the cancellation notice.

TECHNICAL SUPPORT: Subject to payment of the applicable license fee, Sikka Software will provide you with technical support, free of charge, for a limited period commencing on your payment of such license fee. You may obtain continued technical support for a specified period of time by paying Sikka Software applicable then-current fee for Subscription Services and installing the applicable license keys, provided that such option is made available to you. All technical support is provided subject to Sikka Software’s then-current technical support policy, and includes such updates to the Software as Sikka Software may make generally available there under from time to time in Sikka Software sole discretion. If you are eligible to receive such updates to the Software, Sikka Software will send them to your address on record. Alternatively, Sikka Software may notify you that such updates are available to be downloaded by you or Sikka Software may download them to your computer. All updates, upgrades and new versions of the Software shall be governed by this Agreement, unless other license terms are provided with the update, upgrade or new version.

REMOTE LOGIN AUTHORIZATION: In connection with its provision of technical support, training and other services, you agree that Sikka Software may remotely login for purposes of providing the support, training or other services, including, without limitation, technical trouble shooting, answering questions, benchmarking and providing training to the dentist or the dentist’s personnel. Remote login may be conducted through the use of established, secure, HIPAA compliant third party entities. You further agree that Sikka Software may also remotely login at any time as necessary or appropriate to maintain the Software and keep it functioning effectively.

REMOTE UPDATE PERMISSION: You agree that Sikka Software may automatically check the version of the Software that you are utilizing and may provide updates or upgrades to the Software remotely via the Internet. You consent to the receipt of updates or upgrades by means of download to your computers and systems.

PERMISSION FOR LIMITED DATA SETS: Sikka Software is allowed to create an aggregated "Limited Data Set" for uses such as industry benchmarking reports. This information is created without revealing specific patient or provider information. As per the "Limited Data Sets" section of HIPAA, Sikka Software is allowed to aggregate data in order to develop industry benchmarks, as long as information that could be used to identify specific individuals is not revealed.

ADDITIONAL SERVICES: During the time you are eligible to receive technical support, Sikka Software may, in Sikka Software sole discretion, also make certain additional web-based training services available to you. Such additional services will be provided subject to Sikka Software then-current policies regarding use of such additional services. Sikka Software reserves the right to discontinue any such additional services and/or offer new additional services at any time, without right to refund or set-off.

LICENSE RESTRICTIONS: You acknowledge that the license granted by this Agreement extends only to your use of the features and functionality of the Software described in the documentation accompanying the version of the Software provided by Sikka Software (the “Documentation”), and you agree not to reconfigure or modify the Software in order to enable features or functionality different than those described in such Documentation or available in other Sikka Software products without notifying Sikka Software and paying the applicable Software upgrade fee. You shall not directly or through others, do any of the following: (i) reverse engineer, decompile, or disassemble the Software or otherwise attempt to derive or discover its source code; (ii) modify or create derivative works based upon the Software, in whole or in part; (iii) distribute copies of the Software; (iv) remove any proprietary notices, legends or labels on the Software; (v) resell, lease, rent, transfer, sublicense, assign or otherwise transfer rights to the Software; (vi) use the Software on behalf of third parties, whether on a service bureau or time sharing basis or otherwise; (vii) use the Software for litigation or practice valuation purposes or for any other use not expressly permitted by the Documentation; or (viii) use the Software with more than one fee schedule per paid licensed copy of the Software. Any use in violation of this Section shall immediately terminate your license to the Software.

THIRD PARTY SOFTWARE: Certain third party software included with the Software may be subject to additional terms and conditions imposed by Sikka Software third party licensor(s). If applicable, such terms and conditions are contained in the “About” pages of the Software and are deemed incorporated herein by reference. You agree to comply with all applicable terms and conditions. LICENSE KEYS: You acknowledge that the Software contains a license key. Sikka Software will provide you an initial license key for installation with the Software that will enable you during the Subscription Period to (i) use the Software and (ii) obtain Subscription Services. In the event you subsequently purchase additional Subscription Periods, Sikka Software will provide you additional license key(s) for installation with the Software. You agree not to purchase any license keys or similar computer code for the Software from any source other than Sikka Software or Sikka Software’s authorized partners. You agree not to use any software to create any license key or similar computer code for the Software.

TITLE: You agree that no title to the intellectual property in the Software, Subscription Services, or license keys is transferred to you. Except for the limited license expressly granted to you by this Agreement, Sikka Software and its licensors retain all right, title and interest, including all intellectual property rights, in and to the Software, Subscription Services and license keys. The Software, Subscription Services and license keys are protected by intellectual property laws of the United States and other countries and by international treaties. All rights not expressly granted by this Agreement to you are reserved by Sikka Software. There are no implied rights.

WARRANTY DISCLAIMER: SIKKA SOFTWARE AND ITS LICENSORS MAKE NO WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, TO YOU REGARDING THE SOFTWARE AND SUBSCRIPTION SERVICES, AND THE SOFTWARE AND SUBSCRIPTION SERVICES ARE BEING PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ACKNOWLEDGE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND/OR SUBSCRIPTION SERVICES IS WITH YOU. SIKKA SOFTWARE DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, SATISFACTORY QUALITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Sikka Software does not guarantee that use of the Software or Subscription Services will meet your needs or requirements or be uninterrupted or error-free, that all defects or errors in the Software will be corrected, that any information or output provided by the Software will be accurate or complete, that the Software will work in all locations or that the fees suggested by the Software will be accepted by all insurance companies. Certain features of the Software may not be forward-compatible with future versions of the Software and use of such features with future versions of the Software may require purchase of the applicable future version of the Software.

You acknowledge that you alone are responsible for setting your fees, that you should take all final decisions regarding your fees to the applicable insurance companies for approval, and that your dental office’s revenue and performance depends on a variety of factors, including, but not limited to, the following: market, labor and economic conditions; dentist and staff health; patient perception; dentist education, abilities and reputation; dental office business hours; acts of nature; and man-made or natural disasters. Sikka Software assumes no responsibility, and shall not be liable, for any action or inaction taken in reliance on the use of the Software. You agree to not use inflammatory, incendiary, inappropriate or foul language, or take any actions that defame or negatively portray Sikka Software in the marketplace.

CONSEQUENTIAL DAMAGES WAIVER: IN NO EVENT SHALL SIKKA SOFTWARE OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE SOFTWARE OR SUBSCRIPTION SERVICES OR THE USE THEREOF (INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF DATA, LOSS OF PROFITS OR REVENUE, LOSS OF PATIENTS, DECREASE IN PROFITABILITY, OR LOSS OF USE OF THE SOFTWARE OR SUBSCRIPTION SERVICES OR OTHER ECONOMIC LOSS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SIKKA SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

LIMITATION ON LIABILITY: IN NO EVENT WILL SIKKA SOFTWARE’S LIABILITY FOR ANY CLAIM, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE ANNUAL SUBSCRIPTION FEE PAID BY YOU FOR THE SOFTWARE OR SUBSCRIPTION SERVICE IN THE ANNUAL PERIOD DURING WHICH THE FACTS UNDERLYING THE CLAIM FIRST AROSE, NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.

AT THE END OF THE SUBSCRIPTION PERIOD, YOU MAY ONLY ACCESS AND USE THE SOFTWARE IF YOU PURCHASE ADDITIONAL SUBSCRIPTIONS. YOU AGREE THAT SIKKA SOFTWARE WILL NOT BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER IN CONNECTION WITH THE TERMINATION OF SUCH SUBSCRIPTION PERIOD AND YOUR INABILITY TO ACCESS AND USE THE SOFTWARE.

THE LIMITATIONS IN THIS AGREEMENT ARE COMPREHENSIVE AND ALL EXAMPLES ARE ILLUSTRATIVE AND NOT EXHAUSTIVE. THE FEES AND OTHER PROVISIONS IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS BETWEEN THE PARTIES. THIS SECTION AND THE CONSEQUENTIAL DAMAGE WAIVER SECTION ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

TERMINATION: This Agreement shall remain in effect during the initial Subscription Period and each additional Subscription Period purchased by you. Notwithstanding the foregoing, this Agreement will terminate automatically if you fail to comply with the terms of this Agreement. No notice shall be required from Sikka Software to effect such termination. You may also terminate this Agreement at any time by notifying Sikka Software in writing of termination. Upon any expiration or termination of this Agreement, you must uninstall and destroy all copies of the Software.

GENERAL: If any provision of this Agreement is held to be illegal, invalid or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach by either party.

The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement is prepared and executed in the English language only, which language shall be controlling in all respects. Any translations of this Agreement into any other language are for reference only and shall have no legal or other effect.

You agree that you will not export or re-export the Software (including all copies thereof) in violation of any applicable laws or regulations of the United States or the country in which you obtained the Software.

The Software under this Agreement is commercial computer software as that term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202?3 of the DOD FAR Supplement (“DFAR”) and its successors.

This Agreement will be governed by and construed in accordance with the laws of the State of California as they are applied to agreements between California residents entered into and to be performed entirely within California. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

You agree that this is the final and exclusive agreement between you and Sikka Software with respect to the subject matter hereof, and that it supersedes, and its terms govern, all prior or contemporaneous understandings, agreements, proposals, or other communications between Sikka Software and you, whether written or oral, relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented only by a writing that is signed by the authorized representatives of both parties.

You may not assign any right or delegate any performance under this Agreement without the express prior written consent of Sikka Software. All assignment of rights and delegation of performance are prohibited. Any attempt by you to assign your right or delegate your duties under this Agreement, whether by contract, operation of law or otherwise, without such consent are void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

©2004-2009 Sikka Software Corporation. All rights reserved. All trademarks and/or service marks of Sikka Software used in connection with the Software (including, but not limited to, Sikka Software Corporation, DENTAL PRACTICE OPTIMIZER, FEE OPTIMIZER FEE SCHEDULE OPTIMIZER, HOTOPTIMIZE, ACCOUNTS RECEIVABLE MANAGEMENT SYSTEM, DENTAL PRACTICE OPTIMIZER DASHBOARD, CLINICAL PRACTICE OPTIMIZER AND DENTAL PRACTICE OPTIMIZER FOR PRACTICE ADVISORS and the Sikka Software logo) are trademarks and registered trademarks of Sikka Software Corporation in the United States and other countries.