PlaniMax Installation

“CHOICE” PlaniMax Orthodontic Planning Software
Software License Agreement
Before using, installing, or otherwise accessing or using the “CHOICE” PlaniMax Orthodontic Planning Software (hereinafter "the Software"), please carefully read the terms and conditions of this Software License Agreement (hereinafter "this Agreement"), including the instructions, user manuals, and other related explanatory documents that may accompany the Software.
This Software is developed by CHOICE BIOTECH INC. (Unified Business No.: 29185239), a company duly incorporated under the laws of Taiwan(R.O.C.) (hereinafter "CHOICE"), and is provided for license only.
Please read the following terms and conditions of this Software License Agreement (hereinafter "this Agreement") in detail. By clicking "agree" or by in any way commencing the use or access of the Software or the related services or products provided by the Software, you indicate that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree to the terms and conditions of this Agreement, you must immediately cease using the Software.
In this Agreement, "You" refers to both you as an individual and the company, institution, or other entity on whose behalf you are accepting the terms of this Agreement.
Article 1. The Software
The Software is an orthodontic planning software approved by the Republic of China Ministry of Health and Welfare (hereinafter "MOHW") (MOHW Medical Device License No. 006523). Based on the scanned data of dental model images established by a CAD/CAM optical impression system, it can be used by physicians for orthodontic planning. You may export the dental models for each step of the orthodontic treatment from the Software, which can then be used by CHOICE to create the “CHOICE” Clear Aligner System (hereinafter "the Related Products") through thermoforming technology. For detailed information on the Software's product specifications, system requirements, and more, please refer to the Software's package insert (i.e., Instructions for Use for medical devices) registered with the MOHW. Should there be any discrepancy between the description of the Software in this Agreement and that stated in the package insert registered with the MOHW, the package insert registered with the MOHW shall prevail.
Article 2. License Term
The license term of this Agreement will vary depending on the agreement and license type between You and CHOICE. During this period, CHOICE agrees to grant You a license to use the Software in accordance with the provisions of this Agreement. Upon the expiration of the term, please contact CHOICE to extend the license term of this Agreement.
Article 3. Scope and Restrictions of License
During the license term of this Agreement, CHOICE grants You a limited, non-exclusive, non-transferable, non-assignable, and revocable right to use the Software within the Republic of China for the purposes stated in the Software's MOHW package insert, and to use the Software in the manner specified in this Agreement, the Software's MOHW package insert, and the Software's instruction manuals.
You shall not, directly, indirectly, or permit any third party to perform the following actions:
• Reverse engineer, deconstruct, translate, or otherwise attempt to obtain the object code, source code, or underlying ideas and algorithms of the Software.
• Modify, translate, adapt, or create derivative works of the Software and related documents.
• Lend, rent, distribute, sell, sublicense, time-share, assign, or otherwise transfer the Software or any copies thereof.
• Remove any proprietary notices from the Software or related documents, or attempt to disable any copy-protection devices within the Software.
• Use the Software and related documents for any purpose outside the scope of the license.
Article 4. Related Products
The Related Product of the Software is the “CHOICE” Clear Aligner System (MOHW Medical Device License No.: Wei-Bu-Yi-Qi-Zhi-Zi No. 006180). The product model, description, and related information concerning the Related Products shall be based on the package insert registered with the MOHW. If there is any discrepancy between the description of the Related Products in this Agreement and the aforementioned package insert, the package insert registered with the MOHW shall prevail.
Upon your uploading and confirmation of the completed design project file or after placing an order through other means (including but not limited to email, communication software, or verbal notification), it shall be deemed that an order for the Related Products has been established, and CHOICE shall manufacture the Related Products according to your instructions.
After an order is established, should CHOICE be unable to produce on schedule due to equipment failure or any force majeure events (including but not limited to the delayed arrival of raw materials), CHOICE may renegotiate with You to schedule the best mutually agreeable production schedule.
Unless otherwise agreed, the risk of loss for the Related Products shall transfer to You upon receipt. If You instruct CHOICE to suspend shipment and to continue storing the Related Products after the shipping date, CHOICE may charge You for the storage and handling fees of the Related Products during that period.
If the Related Products have defects or deficiencies due to CHOICE's production factors, CHOICE shall provide an equivalent quantity of new products for replacement free of charge. However, if the claim is made after the expiration of the Related Products' shelf life or if the defect or deficiency is not caused by CHOICE's production factors, You shall place a new order at the same price.
If the Related Products fail to achieve the intended design purpose due to factors not attributable to CHOICE's production (including but not limited to changes in the patient's oral condition), You shall be solely responsible.
You shall not arbitrarily alter the design of the labels (i.e., text, graphics, or symbols on the medical device or its packaging, including product labeling, packaging, and the text design of the package insert, and the determination of expiration or shelf life) and the Instructions for Use (i.e., descriptive information on the safety, efficacy, and use of the medical device) that have been legally approved by the MOHW.
Article 5. Legal Compliance Obligation
You agree to comply with all applicable laws when using the Software. The operators of this Software are limited to persons who have completed CHOICE's qualified training course and are qualified dentists or other persons legally permitted to perform dental technician services. Any operations performed or instructions entered through the Software shall be deemed to have been made by You or other persons with the aforementioned qualifications. You shall bear the responsibility for the safekeeping of the Software and the supervision of its use. The design process of dental models within the Software and the use of the Related Products shall be used by a dentist for auxiliary purposes in the course of medical practice, as described in the relevant product documentation.
Article 6. User Accounts
To use the services of the Software, You need to create an account and a corresponding password, and you may receive a unique account name. During the license term of this Agreement, you agree to the following:
• Provide accurate, current, and complete information when creating the account.
• Regularly maintain and promptly update the information upon any changes.
• Immediately notify CHOICE upon discovery of any security breaches related to the Software or any unauthorized use of your account.
• Ensure the confidentiality and security of your password and unique account name.
• Be responsible for all activities conducted under your account and assume all risks arising from the use of the Software not in accordance with this Agreement or in any other improper manner.
Article 7. Intellectual Property Rights
The Software and all related information, technology, and associated documents provided under this Agreement or other agreements are the intellectual property of CHOICE and are protected by relevant intellectual property laws. Any data, information, content, and related outputs generated by You within the Software through its use are the intellectual property of CHOICE and are protected by relevant intellectual property laws. This Agreement does not grant You any patent rights, copyrights, trademark rights, or other intellectual property rights to the Software and such information, technology, and related documents.
Except with the prior consent of CHOICE, You may not in any way (including but not limited to advertising, product descriptions, etc.) use CHOICE, CHOICE's trademarks, or in any other manner create a public perception of an association between CHOICE and your business development.
You agree that CHOICE has the right, for commercial or other purposes, to use any suggestions, requests, or other feedback you provide to CHOICE related to the Software or Related Products, free of charge and without restriction, and CHOICE may incorporate them into CHOICE's services or products.
Article 8. Confidentiality Obligation
The Confidential Information of this Agreement refers to all information or related information concerning the business, operations, operating results, assets, and other matters of CHOICE, including but not limited to any financial information, budgets, forecasts, outlooks, business plans, operational methods, business strategies, product and service information, product plans, product specifications, product designs, processes, plans, drawings, concepts, research and development data materials, systems, technology, trade secrets, intellectual property, software programs and works, know-how, marketing and distribution plans, project data, marketing strategies, price lists, market research, employee lists, supplier lists, customer and potential customer lists and data, or any information reflecting such information, disclosed to You in any manner by CHOICE or its affiliates (including but not limited to managers, directors, officers, partners, members, agents, consultants, subsidiaries, affiliated companies, or representatives) in connection with this Agreement, along with any copies, excerpts, analyses, compilations, studies, or other documents.
This clause does not apply to any part of the Confidential Information that becomes publicly known through no fault or negligence of yours, is lawfully obtained by you from a third party without being bound by a confidentiality obligation, or was independently developed by you prior to receiving the Confidential Information.
You agree to keep confidential all Confidential Information of CHOICE or third parties that you become aware of or possess during the term of this Agreement, including but not limited to information for which CHOICE owes a duty of confidentiality to a third party. Without the prior written consent of CHOICE, You shall not disclose, inform, distribute, deliver, or transfer to others, or publish, or use such Confidential Information for your own benefit or for the benefit of others.
If you are legally required to disclose Confidential Information, you shall immediately notify CHOICE, unless prohibited by law or regulation from giving prior notice or when necessary to fulfill the duty of informed consent to a patient, so that CHOICE may seek an appropriate protective order or other remedy. The confidentiality obligation for the disclosed portion is not thereby discharged.
During the term of this Agreement, if you discover that a third party has improperly obtained, possessed, or used Confidential Information, you shall immediately notify CHOICE and cooperate fully with CHOICE to enable CHOICE to protect its interests or to prevent the continuation of such improper acquisition, possession, or use.
If you breach the provisions of this clause, CHOICE has the right to terminate this Agreement immediately without prior notice. If CHOICE suffers damages as a result, CHOICE may claim damages from you. A breach by your responsible persons, employees, consultants, or other related parties shall also be deemed a breach by you.
Except for what must be retained for a certain period by law, you shall, within 30 days of CHOICE's request, return or destroy the Confidential Information received from CHOICE and certify in writing to CHOICE that you have complied with this request.
You acknowledge and agree that any breach of this confidentiality provision will cause irreparable harm to CHOICE, for which enforcement may be impossible or exceedingly difficult in the future. Therefore, CHOICE may apply for provisional attachment, provisional injunction, or other preservative measures to protect its interests.
Article 9. Data Usage Rights
You agree that CHOICE may collect, access, and use data regarding your use of the Software, patient information, and other related information, including but not limited to technical data about the patient's personal information, the devices you use, systems and application software, and peripherals. CHOICE may use this data to provide services to you, and for the purposes of operating, providing, improving, and developing products, services, and technologies, preventing or investigating fraudulent or improper use of the Software and related services and technologies, and for research or development purposes. CHOICE warrants that it will comply with relevant laws in the process of collecting, using, disclosing, storing, and processing your data.
Article 10. Breach and Termination of Contract
This Agreement shall automatically terminate upon the expiration of the license term. If You fail to extend the license term before its expiration, CHOICE may disable your access to the Software and shall not be liable for any loss or expense that may arise from such disablement. If You breach the provisions of this Agreement, CHOICE may terminate this Agreement immediately and claim damages from You for the losses incurred due to your breach. However, such termination shall not affect the rights and obligations that have arisen before the date of termination.
Article 11. Survival Clause
The provisions of Article 7 (Intellectual Property Rights), Article 8 (Confidentiality Obligation), Article 10 (Breach and Termination of Contract), Article 12 (Indemnification Clause), Article 13 (Disclaimer and No-Warranty Clause), and Article 16 (Governing Law and Jurisdiction) of this Agreement shall survive the expiration, termination, or rescission of this Agreement.
Article 12. Indemnification Clause
You shall indemnify and hold harmless CHOICE and its directors, officers, employees, and other related parties from any costs and expenses, including but not limited to fines, settlement amounts, litigation costs, and reasonable attorneys' fees, for the preparation and defense of any investigation, allegation, lawsuit, or hearing incurred or borne as a result of your failure to use the Software in accordance with this Agreement or in any other improper manner, using the Software for unintended purposes, or for other reasons (including but not limited to the operation or use of the Software and Related Products by persons not legally authorized to perform dental technician or medical services). This shall not apply if the aforementioned investigation, allegation, lawsuit, or hearing is caused by the willful misconduct or gross negligence of CHOICE, its directors, officers, employees, or other related parties.
If CHOICE intends to seek indemnification from you under this clause, it shall notify you in writing immediately upon receipt of any allegation, demand, or notice. CHOICE shall not settle any such lawsuit, allegation, or liability without your prior written consent. Should this be violated, you shall not be liable for any indemnification.
Article 13. Disclaimer and No-Warranty Clause
CHOICE makes no warranties regarding the suitability, reliability, availability, timeliness, and accuracy of the license of the Software, its services, the Related Products, and all information, data, and materials contained within the Software (including but not limited to information related to teeth, medical information, treatment, and health conditions), and the foregoing information does not constitute any form of medical diagnosis, advice, or guarantee.
CHOICE shall not be responsible for any adverse reactions to the Related Products from third parties caused by your intentional or negligent treatment planning. However, this does not apply if such reactions are caused by CHOICE's manufacturing controls.
CHOICE shall not be liable for any direct or indirect loss, expense, damage, or cost suffered by You for any of the following reasons:
• Using the Software or Related Products in a manner not in accordance with this Agreement or in any other improper way; or
• Using the Software or Related Products for unintended purposes.
Except as otherwise provided by law or this Agreement, CHOICE provides the Software and Related Products "AS-IS" and makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement of the rights of others or relevant laws.
In no event shall CHOICE be liable for any direct or indirect damages, punitive damages, incidental damages, special damages, consequential damages, loss of use, loss of data, loss of profits, or any other damages/losses arising directly or indirectly from the use, performance, or accuracy of the Software or Related Products, or from the delay or inability to use the Software or Related Products, even if the possibility of such damages/losses was foreseeable.
Article 14. Assignment
Except in the following circumstances, neither You nor CHOICE may transfer or assign the rights and obligations of this Agreement without the prior written consent of the other party:
• CHOICE may assign the rights and obligations of this Agreement to its affiliated companies.
• CHOICE may subcontract its obligations under this Agreement, but shall remain responsible to you for such obligations.
Article 15. Force Majeure
If either party is unable to perform or is delayed in performing any of its obligations under this Agreement for any period due to events of force majeure, including war, rebellion, embargo, government actions or laws, plague or epidemic, natural disasters, explosions, strikes, etc. (hereinafter "Force Majeure Events"), and the delayed party promptly gives written notice of the Force Majeure Event to the other party, that party shall not be liable to the other party for breach of contract or for damages for such non-performance or delay until the Force Majeure Event has ended. However, if the Force Majeure Event continues for more than 120 days, either party may immediately terminate all or part of this Agreement by giving written notice to the other party.
Article 16. Governing Law and Jurisdiction
The interpretation and application of this Agreement shall be governed by the laws of the Republic of China, and the application of the Act Governing the Choice of Law in Civil Matters Involving Foreign Elements shall be excluded. In the event of litigation arising from this Agreement, CHOICE and You hereby agree that the Taiwan Taipei District Court shall be the court of first instance.
Article 17. Severability
If any part or all of the terms of this Agreement is held to be invalid or unenforceable due to law or other reasons, the validity of the other terms of this Agreement shall not be affected, and both parties shall negotiate in good faith to agree on a substitute for the invalid or unenforceable term.
Article 18. Entire Agreement
This Agreement constitutes the entire agreement between the parties. Except for the purchase of the Software license, the agreement on the term of the Software license, and orders for the Related Products, it shall supersede all other written and oral agreements between the parties relating to the Software and Related Products.
Article 19. Headings
The headings of the articles and clauses contained in this Agreement are for reference only and shall not have any effect on the meaning or interpretation of this Agreement.
Article 20. No Waiver
The failure or delay of either party to exercise any right or claim under any provision of this Agreement shall not be deemed a waiver of the other party's obligations or a waiver of its rights and claims. If either party waives the breach of one or more terms of this Agreement by the other party, it shall not be deemed a waiver of all terms of this Agreement.
Article 21. Amendments
CHOICE reserves the right to amend the terms of this Agreement at any time and may notify You of the content of the amended terms by email, telephone, pop-up window, web announcement, or other appropriate means. If you do not agree with or cannot comply with the amended terms of this Agreement, you should immediately cease accessing or using the Software after the notice is issued. If you continue to access or use the Software after the notice is issued, it will signify your agreement to accept the amended terms.
Article 22. Notices
All notices under this Agreement shall be in writing and sent to the registered address of CHOICE and the contact address you have on file with CHOICE.