This Hammtek DentLabel Agreement (”Agreement”) is entered into by and between Hammtek Oy (“Hammtek”) and (i) the legal entity or individual identified on the Order that references this Agreement, or (ii) the individual identified in the application as (“Registered profile”), all referred to as “Party” or “Parties”.
The Agreement consists of these terms and conditions, and any attachments or exhibits references in the Order or in these terms and conditions. By indicating your acceptance of the Agreement or accessing or using our product and service, you are accepting all of the terms and conditions of this agreement. If you do not agree to these terms and conditions, you may not use any service. You agree that this Agreement is enforceable like any written agreement signed by you.
If you are accepting this Agreement as an employee, contractor or agent of a corporation, partnership, or similar entity, you represent and warrant that you have the authority to sign for and bind the entity to these terms and conditions.
“Admin” or “Subscriber” means the individual designated as the administrator of the Main Account or Family Account on the DentLabel Application and responsible for the other User profiles and Paid Services. “Dental Device” means the product provided by Hammtek that makes videos of the teeth and connects to the Hammtek Application and Platform for analysis. “Eligible Persons” means the individual Users which are part of the Admin Account and added by the Subscriber “Distributor” means the legal entity that has been authorized by Hammtek to sell the Hammtek Product and/or sell and use the Hammtek Services to its own Subscribers. “Hammtek Data” means de-identified and aggregated data, standards, insights, or metrics developed or generated by Hammtek or licensed by Hammtek from third parties. “Hammtek Products and Services” includes, to the extent noted on an Order, (i) the Product (“Dental Device” or “Dental Imaging Device”), (ii) Mobile Application, which allows Users to download the Application and review the imaging segmentation of the Dental Device, (iii) Hammtek Platform, which allows clinics or clinicians to access User Requests for online analysis, (iv) Hammtek Services, which means any additional professional, consulting, training or other services identified on an Order to be provided by Hammtek. “Ineligible Persons” means anyone who is not an Eligible Person. “Main Account” means the application account, registered to an email with a unique identity code or link, to which profiles can be added. “Order” or “Order Confirmation” means the confirmation of the Main Account, or any confirmation of a change made to the Services by either Party. “Paid Services” include the Services for which the Admin Subscriber is charged a one-time payment or Subscription-based fee. “Personal Data” is data related to an individual, as defined in the General Data Protection Regulation (EU) 2016/679. “Platform participant” or “Participant” or “Platform Account” means the account registered to the Platform, registered to an email with a unique identity code or link. “Subscription” means a consequently monthly or annual term where the Subscriber receives Services, “Free,” where a number of User Profiles and User Requests can be made without a monthly fee, or “Paid,” in exchange for a fee that is set in the Order. “User” means the individual making use of Hammtek Product and Services. “User Request” means the Request sent with videos from the Dental Device to be analyzed by the system and/or a consultant.
Hammtek’s Product and Services may include a one-time Product purchase with connecting Services to the Mobile Application. The number of User profiles and User Requests is related to Application upgrades to premium levels that require payment (“Paid Services”). When signing up for the Application, the Subscriber finds an overview of the number of User Profiles it can add and User Requests it can make within its Service level. Additional User Profiles and/or User Requests may need upgrades to or within a Paid Service. The Subscriber’s Service level of the Mobile Application and any changes made to the Service levels by the Subscriber are confirmed via the Order confirmation, which the Admin receives electronically to the provided email, or via an integrated third-party user identifier. Hammtek reserves the right, at any time, to make changes to, suspend, or discontinue Paid Services at any time for any reason. The Subscriber agrees to pay all applicable fees for Paid Services as part of the Paid Services during the checkout process. These include all applicable taxes incurred prior to termination or cancellation of the Agreement. Hammtek is not responsible for the delivery time of the Product, nor shall refund any early signed-on and Paid Services. The Subscriber is advised to sign on to Paid Services of the Mobile Application after having received and tested the Product. The Subscriber must provide an acceptable payment method and warrant and represent that it is authorized to use the designated payment method and that it authorizes Hammtek or its third-party payment processor to charge the payment method for the total amount of the purchase related to the Paid Services, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, the Paid Service may be suspended or canceled. The Subscriber must resolve any problem Hammtek encounters in relation to the payment method that is provided in order to proceed with the use of the Service. If the Subscriber makes use of a promotional offer or make changes to the Paid Services, the Fees, taxes and amounts billed may vary. Billing amounts may also vary due to changes in applicable taxes or currency exchange rates. The Subscriber authorizes Hammtek or its third-party payment processor to charge the payment method for the corresponding amount. No Subscriber or Distributor shall not have a right to a refund unless required by law. The payment obligation shall survive any termination or cancellation of this Agreement for any reason whatsoever.
The Subscriber represents and warrants that they have the legal authority and legal age to accept this Agreement, purchase the Product, and Sign up for the Mobile Application. Only the Subscriber is responsible for the activities and interaction with the Services. The Subscriber is responsible for ensuring and maintaining the ability to access and use the Services, including by securing its own hardware, Mobile Application, internet access, security of installation and use of the Application, backup devices or services and any other requirements. Hammtek has no responsibility to provide the Subscriber with any additional application or hardware. The Subscriber is responsible for providing and ensuring that Hammtek has accurate and current information for the Admin account, including current contact and payment information. The Subscriber bears the responsibility to review the associated email account for any communication from Hammtek. The Subscriber bears the responsibility to install the Application with a secure username and password and treat any piece of such information as part of the security procedure as confidential. No Subscriber, or other individual bound by these terms, directly or indirectly, no permit any third party to: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, adapt, enhance, decode, decompile, translate or otherwise attempt to derive or gain access to any part or component of the Application, Product or Service, in whole or in part; (iii) sell, resell, distribute, rent, license, sub-license, rent or lease the Product or associated content, outside the allowed use of the Product to Eligible Persons, without prior written consent of Hammtek, (iv) circumvent, or try to circumvent any usage control, technical or logical protection schemes or anti-copy functionalities of the Product, (v) probe, scan or test the vulnerability of the Product, Application or Services, (vi) frame or mirror any part of Hammtek’s Product or Services, or access any Service or Application in order to build a competitive product or service; (vii) use the Product or Service to transmit any material that contains adware, malware, spyware, software viruses, worms or any computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment, (viii) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or another right of any person (including but not limited to web scraping), or that otherwise violates any law, regulation, or other legal requirements.
Services are Free Services, or can be upgraded to Paid Services, which are either confirmed in the Order. The type of Services, Paid or Free, corresponds to the Order, not the actual usage of the Subscriber. In the event the Subscriber reaches the limit of the Free Services, the Subscriber shall receive or view the notification it cannot make more User Profiles or User Requests until the commencement of the next Free Services term, or unless the Subscriber will upgrade its service level to Paid Services. The Subscription term may vary as a continuous, monthly, or annual term as described in the Order of the Paid Services. The Subscription will auto-renew for additional Subscription terms until the Subscription is canceled by the Admin or suspended or terminated by Hammtek. Unless otherwise indicated by Hammtek, the designated payment method will be charged prior to, or at the beginning of, each Subscription Term for the Subscription fee plus applicable taxes and other charges, as described in the Order for Paid Services. The Admin may cancel the Subscription at any time and which will take effect at the end of the current Subscription term. To delete the account, the Admin must click on the “Delet Account” button from the Admin account profile, or contact Hammtek via email. Cancellation of the Admin account results also in cancellation of any other, by the Admin added, Eligible Person profiles and only for future charges for the Paid Services Subscription. The Admin and Eligible Persons may continue any connected Free version of the Service until the Admin Account is deleted. Cancellation does not entitle the Admin or any other Eligible Person to a refund of any previously paid fees nor will anyone receive a prorated refund for the remainder of the Subscription term. Deletion of the Admin account means that the Admin account and all connected data is deleted and Admin has to sign up again to make use of the Services. To delete the account and User Data, the Admin must click on the “Delet Account” button from the Admin account profile and “delete account”, or contact Hammtek via (email). Merely deleting the application from the personal device does not delete the account and User Data.
Confidential information means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated or marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. Confidential Information of Hammtek includes, but is not limited, pricing and discounts for the Hammtek Products and Services, the Hammtek Data, Hammtek supplier and information, processes (e.g. technical, logistical, and engineering), marketing plans, employee information and financial content that can be reasonably understood as confidential. Except with specific Hammtek permission the confidential information may not be disclosed to any third party other than its contractors or authorized representatives who have a need to know the information and are subject to binding obligations of confidence substantially similar to those set forth in this Agreement. The obligation of confidentiality does not apply to information that: (i) is or hereafter has been made publicly available; (ii) is or becomes publicly available without a breach of any obligation owed; (iii) is lawfully known at the time of disclosure; (iv) following its disclosure is lawfully received from a third party without any obligation owed; (v) is independently developed without reference to or use of Hammtek’s Confidential Information; (vi) the Receiving Party is required to disclose the Confidential Information by any applicable law, rule or regulation. Such disclosure shall be made with prompt written notice to Hammtek and limits the disclosure to that Confidential Information that is strictly required.
Hammtek’s Intellectual Property Rights include any copyrights and related rights, including database, catalogue and image rights, patents, utility models, designs, trademarks, trade names, trade secrets, know-how and any other form of registered or unregistered Intellectual Property Rights, (“Intellectual Property Rights”). All Intellectual Property Rights, and related documentation, in parts and copies, shall remain exclusively vested with and be the sole and exclusive property of Hammtek. These terms and conditions, nor the use of the Product and Services, grant the Subscriber or any User any rights except expressly granted hereunder these terms and conditions. In the event of an agreed case study or similar, all Intellectual Property Rights to material produced, including but not limited to images, interviews, videos, testimonials, will belong to Hammtek and may at its sole discretion be used by Hammtek in the marketing of its Services. Hammtek is free to use any provided communication or materials by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service, without attribution or compensation to any party, although Hammtek is not required to use any such information.
MAKING USE OF THE PRODUCT AND SERVICES IS AT THE USER’S OWN RISK. HAMMTEK IS NOT RESPONSIBLE FOR ANY HEALTH PROBLEMS THAT MAY RESULT FROM THE INFORMATION LEARNED THROUGH THE SERVICES. Any Subscriber and User should consult a physician before making any changes based on information provided through the Services, or if there are any questions regarding a medical condition. The product is not a toy and should not be used without the supervision of a responsible adult. Children should not be left unattended, as it may pose a choking hazard. Please be cautious that the Product is not swallowed. The Product is meant to image teeth, please be mindful to not hit or hurt the teeth when inserting the Product into the mouth, and do not use the Product for any other purpose than instructed. If you experience problems when using the product, please discontinue using it. If any symptoms persist, please contact a medical professional.
HAMMTEK’S PRODUCT AND SERVICES ARE NOT MEDICAL DEVICES. THE SUBSCRIBER AND ANY OF ITS USERS EXPRESSLY AGREE THAT THE GOODS AND SERVICES DO NOT INVOLVE THE PROVISION OF MEDICAL ADVICE BY HAMMTEK AND SHOULD NOT BE USED IN PLACE OF ADVICE FROM ANY MEDICAL PROFESSIONAL. THE PRODUCT AND SERVICES ARE NOT INTENDED TO PREVENT, DIAGNOSE, TREAT, OR CURE ANY DISEASE OR MEDICAL CONDITION. THE PRODUCT AND SERVICES, INCLUDING ALL INFORMATION, VIDEO, AUDIO, TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS, GRAPHICS, AND OTHER MATERIALS, WHETHER PROVIDED BY US OR A THIRD PARTY, ARE FOR INFORMATIONAL PURPOSES ONLY AND CANNOT REPLACE THE SERVICES OF PHYSICIANS OR MEDICAL PROFESSIONALS. The transmission of any information via Hammtek or a third party, in whole or in part, does not constitute or create a healthcare professional relationship between the User and Hammtek.
Hammtek reserves the right, at all times, to temporarily suspend the provision of the Application or Services, without compensation of any damages, in order to perform installation, change or maintenance, update or implement versions that affect the design, operational method, technical specifications, systems, and other functions of the Product and Services, or update a security risk to the Application, without prior notice to the Subscriber. THE SERVICES BY HAMMTEK AND ITS AFFILIATES ARE PROVIDED TO THE USER “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, FITNESS, FREE OF VIRUSES OR OTHER HAMRFUL COMPONENTS, THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, DEFECTS ARE CORRECTED, OR THAT THE FUNCTIONS WILL OPERATE WITH OTHER MOBILE APPLICATIONS OR HARDWARE OR WITHIN A SYSTEM. NO WRITTEN INFORMATION OR ADVICE GIVEN BY HAMMTEK SHALL CREATE A WARRANTY. The above exclusion does not apply to the applicable statutory rights of a consumer. Notwithstanding the foregoing, Hammtek warrants to the original end user that the product is free from defects in material and workmanship for one (1) year from the date of purchase. The foregoing warranty shall be extended as required by local law. Hammtek shall repair or replace any components of the Product that fail the limited warranty provided at no charge. The Subscriber shall be responsible for any related shipping charges. The limited warranty does not apply to (i) normal wear and tear, including scratches and dents; (ii) consumable parts included in the Product, such as batteries, unless product damage has occurred due t a defect in materials or workmanship; (iii) damage resulting from failure to use the Product in accordance with the provided user instructions accompanying the Product or available at the website; (iv) damage resulting from a force majeure, misuse or abuse; (v) damage resulting from service performed, tampering with, or alterations to the Product, by anyone not authorized by Hammtek; or (vi) use of the Product with any application or software other than Hammtek authorized or suggested Applications. Hammtek holds the exclusive right to repair or replace the Product, or offer a full refund, at its sole discretion. Such remedy shall be the User’s sole and exclusive remedy for any breach of this limited warranty. Warranty repairs and replacements have a new warranty of ninety (90) days or the balance of the original one (1) year warranty.
To the maximum extent permitted by applicable law, Hammtek’s liability, whether in contract, tort, or any other theory of liability, shall not exceed the total amount paid or payable in the twelve (12) months preceding the incident giving rise to the liability. The liability limitation shall not apply to the liability obligations related to indemnification and confidentiality. Nothing contained herein shall limit Hammtek’s liability towards any User in the event of and to the extent that the liability results from willful misconduct or gross negligence of Hammtek. In no event will Hammtek have any liability for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages, personal injury, pain and suffering, emotional distress, loss of goodwill, loss of data, or otherwise, even if foreseeable, and whether or not Hammtek has been warned of the possibility of such damages. The foregoing liability disclaimer will not apply to the extent prohibited by law.
Hammtek has the right to monitor use of the Product and Services to ensure compliance with the Agreement. Hammtek is entitled to use subcontractors, including third-party suppliers, with or within the European Economic Area, for the provision of the Product and Services, and shall be liable for these subcontractors in the same manner as for its own work and services. The Subscriber agrees to comply with any export or import restrictions in force in any jurisdiction that may be applied to the provision of the Hammtek Product and Services. No modification of this Agreement, and no waiver of any breach of this Agreement is legally binding against the other party unless in writing and signed by both parties. A determination that any provision of this Agreement is invalid or unenforceable will not affect any other provisions of this Agreement. Both Parties shall be excused and shall not be responsible for any failure to comply with the terms due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, quarantine restriction, labour dispute except within either Party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, act of any government or any agency thereof, judicial action or act. The provisions of these Terms and Conditions which by their nature reasonably should survive the termination or other expiration of the Service/ Order shall survive any expiration or termination of the Order/ Service, such as, but not limited to, clauses related to confidentiality, data protection, or related annexes thereof. This Agreement will be governed by the laws of Finland, without regard to principles of conflict of laws. The courts of Finland will have exclusive jurisdiction over all disputes arising out of this Agreement. Any disputes or claims arising out of or related to this Agreement or to the Hammtek Product and Services shall be resolved through final and binding arbitration by a single arbitrator, including enforceability, revocability, or validity. Notwithstanding the foregoing, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Hammtek Product and Services, or violation of any intellectual property rights. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If any provision of this Agreement is declared invalid or unenforceable by a court or administrative authority, the remaining provisions hereof will remain in full force and effect and this Agreement will be construed and performed as if it did not contain the invalid or unenforceable provision.
This Agreement is effective on the Effective Date of the Order, or moment of purchase, and will continue in full force and effect for the Term unless earlier terminated as set forth below. This Agreement and Order may be terminated by either party for case: (i) upon thirty (30) days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cure such breach prior to the end of such thirty (30) day period, or (ii) immediately if the other party is declared insolvent, or (iii) the Product is sold to you via a Distributor and the Distributor has taken back the Product on its own terms, or (iv) if you, as an Admin, have deleted your Application Account. In case of the latter, these terms will come again into effect from the moment you start using the Application again.