THIS IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN LICENSEE (“LICENSEE”, or “YOU”) AND LICENSOR FOR USE OF THE APPLICATION IDENTIFIED ABOVE. BY DOWNLOADING, INSTALLING OR USING THE APPLICATION IDENTIFIED ABOVE, YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE APPLICATION IDENTIFIED ABOVE.NEITHER HENRY SCHEIN PRACTICE SOLUTIONS INC. NOR ANY OF ITS AFFILIATES (INCLUDING, WITHOUT LIMITATION, HENRY SCHEIN, INC.) ARE A PARTY TO THIS AGREEMENT. License Grant: Subject to payment of the applicable license fees, Licensor hereby grants to Licensee a nontransferable, nonexclusive, nonassignable, nonsublicensable, limited license to use, in object code form only, the Application identified above software program including any software updates provided by Licensor (the “Software”) and accompanying written materials describing the use and operation of the Software (the “Documentation”), in accordance with the terms and conditions of this Agreement, excluding any licenses purchased on an annual, subscription, or lease basis. In the event the Software is purchased on an annual, subscription or lease basis, the license grant shall extend only through the term for which the applicable fees have been paid. Use Restrictions: All rights not expressly granted herein are retained by Licensor and its licensors. Except as stated above, this Agreement does not grant any intellectual property rights in the Software. You agree to only use the Software and Documentation in accordance with this Agreement and that you will not (and will not permit any third party to):modify, copy (except as permitted by this Agreement), translate, adapt, create derivative works from, disassemble or decompile the Software, or any portion thereof, or create or attempt to create, deconstruct or discover, by reverse engineering or otherwise, the source code from any object code supplied hereunder; alter, modify or remove any product identification, copyright, trademark or other notice from the Software or the Documentation; rent, lease, loan, sell, sublicense, transfer, assign, publish, display, distribute, disclose or use the Software or Documentation, or any portion thereof, in a service bureau, time-sharing or outsourcing service; export, import or re-export the Software or Documentation (or any part thereof) in violation of any applicable law, rule or regulation of any jurisdiction; use the Software or Documentation to, or in any other manner, violate or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right; use the Software or Documentation for any purpose or in any manner that is illegal, fraudulent, misleading, or offensive; or permit use of any portion of the Software or Documentation by any party that is not bound by this Agreement. Your use of the Software shall at all times comply with all applicable laws, rules and regulations, as well as any other policy, terms of service, or agreement that you have agreed to with Licensor or any third-party provider of software with which the Software operates. Consent to Use of Data: You agree that Licensor or third parties designated by Licensor may access, collect and use technical data and related information (including personal information), including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of Software updates, product support and other services to you (if any) related to the Software. All data and information collected, used and/or disclosed by Licensor and its affiliates or designees in connection with your use of the Software, which shall include, without limitation, all technical information about your device, system, application software, peripherals and the use thereof, shall be governed by and subject to the terms and conditions set forth in the Privacy Statement [ADD LINK], the terms of which are hereby incorporated by reference. To the extent Licensor will have access to or otherwise collect and use personal information (including personal health information), you agree to comply with all applicable federal, state, provincial and local privacy and data security laws. Without limiting the foregoing, if Licensor collects “Protected Health Information” as such term is in the Health Insurance Portability and Accountability Act (“HIPAA”), you must execute a separate “Business Associate Agreement” with Licensor pursuant to HIPAA. Maintenance and Support: Licensor is responsible for providing any maintenance and support services with respect to the Software (subject to any limitations set forth in this Agreement).Ownership of Software: You acknowledge and agree that the Software is proprietary to Licensor or its licensors, and is protected under United States copyright laws and international treaty provisions. You further acknowledge and agree that, as between you and Licensor, all right, title, and interest in and to the Software, including all rights to patents, copyrights, trademarks, trade secrets and any other intellectual property and proprietary rights, are and shall remain with Licensor, its licensors and/or the author(s). You acknowledge and agree that this Agreement does not convey to you any title, ownership or interest in or to the Software, but only a limited right of use in accordance with the terms of this Agreement. Copy Restrictions: The Software and the Documentation are protected, among other ways, by federal copyright law and international treaties. You may make one (1) back up or archival copy of the Software for use on the computer for which Licensor has issued you a valid license. You may make copies of the Documentation for your use only. Any and all copies you make of the Software or Documentation must include Licensor’s copyright, trademark and other proprietary rights notices. You may not make any other copies or modify all or any portion of the Software or Documentation. You shall prevent any unauthorized copying of the Software and Documentation by your personnel and any third parties. Competing Products: You shall not use the Software to create software or products that compete with the Software. Intellectual Property: The Software is a valuable asset of Licensor, the value of which would be impaired or destroyed and would cause irreparable and continuing damage to Licensor by any act of infringement by you for which there may be no adequate remedy at law. In any such act of infringement on your part, Licensor will be entitled, in addition to any other legal remedies and without limiting or compromising its rights or remedies available to it at law, to obtain immediate injunctive relief and/or a decree for specific performance, as well as any other relief as may be proper. You agree to waive any requirement that Licensor post a bond as a condition for obtaining such relief. Termination: This Agreement is effective until terminated. Licensor may terminate this Agreement immediately if you breach any of your obligations under this Agreement, including, without limitation, the terms of Section 1, 2 or 10. You may terminate this Agreement at any time for any reason or no reason. Upon termination of this Agreement for any reason, you acknowledge and agree that (a) Licensor shall have no obligation to you under this Agreement, (b) you shall cease use of, and remove, all copies of the Software or any part of the Software from any and all computer storage devices, and (c) you shall destroy the Software and all Documentation. At Licensor’s request, you or your authorized signatory shall certify in writing to Licensor that all complete and partial copies of the Software and Documentation have been destroyed and that none remain in your possession or under your control. The provisions of this Agreement except for Sections 1 and 4 shall survive termination. Confidentiality: All information furnished to you by Licensor and its designated representatives, whether orally or by means of written material, including without limitation specifications, pricing or any other forms of business information (the “Confidential Information”): (1) shall be deemed proprietary and shall be held by you in strict confidence; and (2) shall not be disclosed or revealed or shared with any other person except those individuals or entities specifically authorized by Licensor in advance in writing. All written material provided to you by Licensor shall be, and at all times shall remain, the exclusive property of Licensor. All such material and any copies thereof shall be promptly returned upon request of any designated representative of Licensor, and in any event, shall be destroyed by you immediately upon termination of this Agreement. If you should receive any legal request or process in any form seeking disclosure of, or if you should be advised by counsel of any obligation to disclose, Confidential Information, you shall provide Licensor with prompt prior notice of such request or advice so that Licensor may seek a protective order or pursue other appropriate remedies to protect the confidentially of the Confidential Information. If such protective order or other remedy is not obtained, you agree to furnish only that portion of the Confidential Information which is legally required to be furnished and, in connection with Licensor, to use all reasonable efforts to assure that the information is maintained in confidence by the party to whom it is furnished. In the event of breach of any of the provisions of this Section 10 by you, Licensor shall be entitled to equitable relief, including in the form of injunctions and orders for specific performance, in addition to all other remedies available at law or equity. Warranty and Disclaimers: LICENSOR WARRANTS TO YOU, FOR THE PERIOD OF 90 DAYS FROM THE DATE OF DELIVERY, THAT IT WILL REPLACE ANY DEFECTIVE MEDIA ON WHICH THE SOFTWARE IS PROVIDED AND THAT THE SOFTWARE, IF NOT MODIFIED AND IF PROPERLY INSTALLED AND USED, WILL SUBSTANTIALLY CONFORM TO THE MATERIAL SPECIFICATIONS SET FORTH IN THE DOCUMENTATION. SUCH WARRANTIES ARE FOR YOUR BENEFIT ONLY AND ARE NON-TRANSFERRABLE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED, OR WILL MEET YOUR REQUIREMENTS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, THE SOFTWARE AND DOCUMENTATION ARE EACH LICENSED “AS IS” AND LICENSOR HEREBY SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, STATUTORY NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM OR COURSE OF DEALING AND YOU HEREBY EXPRESSLY WAIVE ANY AND ALL SUCH WARRANTIES. Exclusive Remedy: Your exclusive remedy, and Licensor’s exclusive obligation and liability with respect to Software that does not conform to the express warranties set forth in Section 11 shall be to replace, or at Licensor’s sole discretion, to use commercially reasonable efforts to correct or to provide a workaround for a material nonconformance in the Software, if Licensor is notified of such material nonconformity during the warranty period set forth in Section 11. You understand that Licensor does not guarantee that any error or other nonconformance can or will be corrected. You agree to cooperate with Licensor and provide Licensor with all available information in written or electronic form so as to enable Licensor to reproduce and attempt to correct such nonconformance of the Software. In the event Licensor is unable to correct a material nonconformance in the Software and if in Licensor’s opinion such correction is not reasonably feasible, Licensor may agree to refund any prepaid license fees to you upon return of the all Software and Documentation to Licensor or upon your written certification that the Software and Documentation have been destroyed. Limited Liability: THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOODWILL, LOST PROFITS, LOSS OF DATA OR SOFTWARE, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.IN ADDITION, IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY IN CONNECTION WITH THIS AGREEMENT OR ANY SOFTWARE, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE ACTUAL AMOUNT PAID TO LICENSOR FOR THE SOFTWARE GIVING RISE TO THE CLAIM, NOR SHALL LICENSOR BE LIABLE FOR THE COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES. Infringement Indemnity: Should the Software become, or in Licensor’s opinion be likely to become, the subject of an infringement claim, at Licensor’s option and expense, you shall permit Licensor to: (i) procure for you the right to continue using the Software, or (ii) replace or modify the Software so that it becomes non-infringing, or (iii) terminate the right to use the Software, upon which termination you agree to promptly destroy all copies of the Software and certify the same to Licensor, whereupon Licensor will refund your license fee for the Software as depreciated on a straight-line one year basis. Licensor shall have no liability for any claim of patent, copyright, trademark or trade secret infringement that is based on: (i) the use of other than the latest version of the Software, if such infringement could have been avoided by the use of the latest version, (ii) the use or combination of the Software with software, hardware or other materials not explicitly permitted by Licensor, provided such infringement would not have arisen but for such use or combination, (iii) the use of the Software in a manner other than that for which it was designed or contemplated as evidenced by Licensor’s Documentation, (iv) any unauthorized modification by you or a third party of the Software, or (v) any compliance with designs, plans or specifications furnished by you or on your behalf. THIS SECTION 14 STATES THE ENTIRE LIABILITY OF LICENSOR, AND YOUR SOLE AND EXCLUSIVE REMEDY, WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AND LICENSOR SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVED INFRINGEMENT. Indemnity: You will, at your own expense, indemnify, defend and hold harmless Licensor, its affiliates and licensors, and their respective directors, officers, trustees, employees and agents, from and against any action, damages, suits, claims, liabilities, costs and expenses (including reasonable attorneys’ fees) based on a claim arising from or relating to (i) this Agreement, (ii) your use of the Software, or (iii) your breach of any term of this Agreement. The indemnified party shall have the exclusive right to control such defense. In no event shall you settle any such claim, lawsuit or proceeding in any manner that materially prejudices the indemnified party’s rights without the indemnified party’s prior written approval. Export: Unless permitted or required by applicable law, you agree that you will not directly or indirectly, export or re-export, or knowingly permit the export of the Software or Documentation to any country to which the United States or Canada has embargoed goods, to anyone on the U.S. Treasury Department’s list of Specifically Designated Nationals or the U.S. Commerce Department’s Table of Denial orders, or to any country for which the United States Export Administration Act, or any similar United States or Canadian law or regulation requires an export license or other Government approval, unless the appropriate export license or approval has first been obtained. By downloading or installing the Software you agree to abide by this export provision. Third Party Beneficiary: You and Licensor acknowledge and agree that Henry Schein Practice Solutions Inc. and its affiliates (including, without limitation, Henry Schein, Inc.) are third party beneficiaries of this Agreement, and that Henry Schein Practice Solutions Inc. and its affiliates have the right to enforce the this Agreement against you as a third party beneficiary of this Agreement. General: Governing Law: This Agreement shall be governed by and construed under the laws of the State of Utah without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby irrevocably and exclusively submit to the jurisdiction of the state and federal courts located in Utah for the purpose of any suit, action or proceeding arising out of this Agreement and hereby irrevocably waive the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding. Assignment: This Agreement may not be assigned by you to any third party, in whole or in part, without the prior written consent of Licensor. This Agreement shall inure to the benefit of Licensor, its affiliates, successors and assigns. Headings: Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement. Notices: Notices under this Agreement shall be sufficient only if personally delivered, delivered by a major commercial rapid delivery courier service or mailed via certified or registered mail, return receipt requested to a party at its addresses first set forth herein or as amended pursuant to this subsection. If not received sooner, notice by mail shall be deemed received five (5) days after deposit in the U.S. mail. Severability: If any provision hereof shall be held illegal, invalid or unenforceable in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby. Conflicting Terms and Conditions: Use of the Software and Documentation is conditioned on your assent to the terms set forth in this Agreement. The provision of Software by Licensor to you shall not imply Licensor’s acceptance of terms in any pre-printed or other purchase order for the Software that conflict with this Agreement. Waiver: No delay or failure by either party to exercise or enforce at any time any right or provision hereof shall be considered a waiver thereof of such party’s right thereafter to exercise or enforce each and every right and provision of this Agreement. A waiver or amendment to this Agreement shall be effective only if it is in writing (by non-preprinted agreement of terms and conditions) and signed by authorized representatives of both parties. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements or representations, oral or written, regarding such subject matter. This Agreement may not be modified or amended except unless expressly consented to by both parties.