The following terms and conditions (this “Agreement”) between you and Solvay Specialty Polymers USA, L.L.C. (“Solvay”) apply to your use of the Solvay® Dental 360 website, and to your receipt of information or download of any products, including but not limited to DME files, (collectively, “Information”) through the Solvay® Dental 360 website, and to your use of such Information.
Before using, downloading from or otherwise accessing the Solvay® Dental 360 website or any Information, carefully read this Agreement.
The Information provided through the Solvay® Dental 360 website is licensed by Solvay to you, the original end user, solely for the use(s) as set forth below. Using, downloading, or otherwise accessing any part of the Solvay® Dental 360 website or any Information, indicates that you accept this Agreement. You also accept this Agreement by so indicating—or clicking—at the appropriate screen, prior to accessing or downloading any Information. You must be at least the age of majority in your jurisdiction or eighteen (18) years of age, whichever is older, to use or access the Information.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD SO INDICATE—OR CLICK—AT THE APPROPRIATE SCREEN, AND PROMPTLY DISCONTINUE USE OF THE SOLVAY® DENTAL 360 WEBSITE.
EEA and Swiss Users. PLEASE NOTE THAT IF YOU ARE A CONSUMER IN THE EUROPEAN ECONOMIC AREA OR SWITZERLAND, THIS LICENSE AGREEMENT DOES NOT AFFECT YOUR STATUTORY RIGHTS. FOR FURTHER INFORMATION ABOUT YOUR STATUTORY RIGHTS CONTACT YOUR LOCAL AUTHORITY, TRADING STANDARDS DEPARTMENT OR CITIZENS ADVICE BUREAU (OR LOCAL EQUIVALENT).
- Ownership of the Information. The Information and any accompanying documentation are owned by Solvay and are protected under U.S. and other copyright laws, and other laws and international treaty provisions. Ownership of the Information, and all copies, modifications and merged portions thereof shall at all times remain with Solvay. A copy of the Information is provided to you only so you may exercise your rights pursuant to this Agreement. This Agreement does not constitute a sale of the Information or related documentation or any portion thereof; this Agreement licenses the Information to you. You do not receive any rights to any patents, copyrights, mask works, trade secrets, trademarks, information, or other intellectual property rights in, on, or to the Information or related documentation. Rights not expressly granted to you pursuant to this Agreement are reserved to Solvay.
- License Granted to You. The Information and accompanying documentation are hereby licensed to you, which means you have the right to use the Information only in accordance with the license terms and conditions in this Agreement. Solvay grants you a limited, personal, nonexclusive, nontransferable, non-sublicensable right (the “License”) to access the Information and download DME files, only for use with Solvay’s products, including Ultaire® AKP products. The License does not allow you to use the DME files provided to you through the Solvay® Dental 360 website with any thermoplastic product other than Solvay’s Ultaire® AKP products. The Information is considered in use when it is loaded into temporary memory or installed into permanent memory on your system.
- Scope of Use. You may not sublicense, lease, or lend all or part of the Information, or any of the accompanying documentation, to any other person or entity. You may use the Information only for your own personal use if you are an individual, or for your own internal business purposes. You may use the Information in connection with services you provide to other persons or entities, but you may not time share, or use the Information to process data or information for any other person or entity.
- Solvay’s Role in Providing Information. You agree that the license to the Information is a binding agreement between you and Solvay. You agree not to attempt, or assist, or encourage any other person or entity, to circumvent, disable or modify any security technology or software that is part of the Solvay® Dental 360 website, including any DME file. You agree that you will not engage in any activity that interferes with or disrupts the Solvay® Dental 360 website or services available through Information you have downloaded, possess, or use.
- Confidentiality and Non-Disclosure of the Information. You agree that the Information provided to you is highly confidential and proprietary information, and you agree not to disclose any Information or any part thereof to any third party unless expressly consented to, in writing, by Solvay.
- Your Responsibility for Activities at the Solvay® Dental 360 Website. You are entirely responsible for all activities that occur at or through the Solvay® Dental 360 website from your computer or equipment, including any unauthorized purchases made from or through your equipment, and you agree to notify Solvay immediately of any unauthorized use of your computer or equipment or any other breach of security. Solvay is not responsible for any losses arising out of the unauthorized use of your computer or equipment. Solvay reserves the right to disable, block, suspend or otherwise limit your access to the Solvay® Dental 360 website for unauthorized use of your computer or equipment, or if you violate the terms of this Agreement.
- Solvay may modify, change or terminate your use of the Solvay® Dental 360 Website and Information. Solvay reserves the right, at its sole discretion and at any time or times, to add, remove, disable access to, block, or modify the Solvay® Dental 360 website, and to add, remove, disable access to, block, or modify remotely any Information available on the Solvay® Dental 360 website. Solvay may be required to take these actions due to changes in its obligations or any governmental restriction or court order. Solvay may also impose limits on your use of or access to certain features or portions of the Solvay® Dental 360 website, or Information, without notice or liability. If Solvay removes, disables access to, or otherwise blocks you from accessing any Information, you may need to contact Solvay for further action. Solvay reserves the right to modify this Agreement in its sole discretion at any time or times. Any such modification will be effective upon Solvay notifying you prior to your continued use or access of the Solvay® Dental 360 website, or in some other reasonable way. Your continued use of the Solvay® Dental 360 website after any such notice will constitute your binding acceptance of the Agreement as modified.
- Term of License. This Agreement is effective from the date you accept this Agreement. This License shall remain in force so long as you remain in full compliance with this Agreement. In the event of any material breach by you of any of this Agreement the License shall automatically terminate. Solvay may terminate the license on notice to you. Immediately upon expiration or termination of the License for any reason, you shall permanently destroy any Information in your possession, including DME file(s) and all accompanying documentation, together with all copies in any form.
- Non-permitted Uses. Without the express written permission of Solvay, you may not directly or indirectly (a) use, copy, modify, alter, display, or transfer, either electronically or otherwise, the Information or any of the accompanying documentation, except as expressly permitted in this Agreement, nor (b) translate, reverse program, disassemble, decompile or otherwise reverse engineer any Information, including DME files provided by Solvay.
- Export Restrictions. Certain uses of the Information by you may be subject to restrictions under U.S. domestic and international regulations. You must comply with all U.S. domestic and international export laws and regulations that apply to the Information. These laws include restrictions on destinations, end users and end use. By downloading or using any Information, you are agreeing that you will not export or re-export the Information or accompanying documentation (or any copies thereof) in violation of any applicable laws or regulations of the United States or elsewhere. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use of Information. You represent and warrant that you are not prohibited from receiving exports or services under U.S. or other applicable export laws. The countries subject to restriction by action of the U.S. federal government are subject to change, and it is both Solvay’s and your responsibility to comply with the U.S. government requirements, or other governmental requirements, as they may be amended from time to time.
- Maintenance. So long as you do not breach this Agreement (and any supplemental end user license agreement, if any, from Solvay), you may be entitled to any standard maintenance services for end users provided by Solvay, which terms are subject to change without notice, but the same maintenance terms will apply to all like users of the Information in your country. If you request additional maintenance services, Solvay may (but shall not be obligated to) provide such services at its standard rates, plus out-of-pocket expenses. Solvay, whether as the provider of the Information or otherwise, has no obligation to provide any maintenance service under this Agreement.
- Customer Service. For any issues or questions concerning the Solvay® Dental 360 website, please go to https://www.solvaydental360.com/contact-us.
- No Warranty. THE SOLVAY® DENTAL 360 WEBSITE, THE INFORMATION AND ANY SUPPORT OR UPDATES OR OTHER MAINTENANCE, IF ANY, ARE PROVIDED “AS IS” AND “WHERE IS.” SOLVAY DOES NOT PROVIDE ANY WARRANTY FOR THE SOLVAY® DENTAL 360 WEBSITE, THE INFORMATION, NOR FOR ANY MAINTENANCE SERVICES, TRAINING, SET UP, TROUBLESHOOTING OR SUPPORT. SOLVAY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND COMPATIBILITY. SOLVAY DOES NOT REPRESENT OR WARRANT THAT ANY SUPPORT OR UPDATE OF THE INFORMATION WILL CAUSE THE INFORMATION TO BE ERROR-FREE OR TO OPERATE CONTINUOUSLY, ECONOMICALLY, EFFICIENTLY, OPTIMALLY, OR WITHOUT INTERRUPTION.
- Disclaimer. SOLVAY DISCLAIMS LIABILITY AND RESPONSIBILITY OF ANY KIND FOR DEFECTS, ERRORS, OR OTHER MALFUNCTIONS THAT ARE ATTRIBUTABLE IN WHOLE OR IN PART TO ANY EQUIPMENT OR HARDWARE THAT IS NOT PRODUCED OR SOLD BY SOLVAY, INCLUDING BUT NOT LIMITED TO ANY INCOMPATIBILITY OF OR WITH ANY SOFTWARE OR INFORMATION FOR WHICH SOLVAY IS NOT THE DEVELOPER.
- Limitation of Liability. SOLVAY SHALL NOT, IN ANY EVENT, BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE INFORMATION, INCLUDING INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, MALPRACTICE, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS. IN NO EVENT SHALL SOLVAY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED TEN DOLLARS ($10.00). Without limiting the generality of the foregoing, Solvay shall not be liable for losses arising out of any business interruption, any loss of business profits, or loss of business information caused by or in any way related to the use of, or inability to use, the Information or the Solvay® Dental 360 website, including any DME file, even if Solvay has been advised of the possibility of such losses. Because some states or jurisdictions do not allow the exclusion or limitation of liability for incidental or other damages, some parts of the above limitation may not apply to you.
- Indemnity. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SOLVAY, ITS AFFILIATES, ITS SERVICE PROVIDERS AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PRINCIPALS (PARTNERS, SHAREHOLDERS OR HOLDERS OF AN OWNERSHIP INTEREST, AS THE CASE MAY BE), EMPLOYEES, OWNERS, REPRESENTATIVES, AGENTS AND LICENSEES, AGAINST ANY AND ALL THIRD PARTY CLAIMS, JUDGMENTS, LOSSES, DAMAGES, DEMANDS, PAYMENTS, FINES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEE AND COURT COSTS), LIABILITIES AND RECOVERIES OF WHATEVER NATURE, AGAINST SOLVAY THAT ARISE OUT OF: (A) YOUR USE OF OR ACCESS TO THE INFORMATION; OR (B) YOUR BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT OR OBLIGATION SET FORTH IN THESE TERMS AND CONDITIONS.
- Liquidated Damages. YOU AGREE THAT, EXCEPT FOR BREACHES OF CONFIDENTIALITY OR NON-DISCLOSURE, IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN THE AMOUNT OF ACTUAL DAMAGES CAUSED BY A MATERIAL BREACH OF THIS AGREEMENT BY YOU.THEREFORE, YOU AGREE THAT IN THE EVENT OF A MATERIAL BREACH OF THIS AGREEMENT BY YOU, THAT YOU SHALL PAY TO SOLVAY, AS LIQUIDATED DAMAGES, THE SUM OF ONE HUNDRED THOUSAND UNITED STATES DOLLARS ($100,000) FOR EACH MATERIAL BREACH OF THIS AGREEMENT. YOU FURTHER AGREE THAT NOTHING IN THIS SECTION LIMITS SOLVAY’S RIGHT TO OBTAIN INJUNCTIVE AND OTHER EQUITABLE RELIEF AS MAY BE APPROPRIATE.
- Injunctive Relief. YOU RECOGNIZE AND AGREE THAT UNAUTHORIZED USE OR DISCLOSURE OF THE INFORMATION, INCLUDING USE OF DME FILES PROVIDED BY SOLVAY WITH PRODUCTS OTHER THAN SOLVAY’S ULTAIRE®AKP PRODUCTS, WILL IRREPARABLY DAMAGE SOLVAY, AND THAT SOLVAY WILL NOT HAVE AN ADEQUATE REMEDY AT LAW. THEREFORE, YOU AGREE THAT SOLVAY SHALL BE ENTITLED TO INJUNCTIVE RELIEF FOR UNAUTHORIZED DISCLOSURE OF THE INFORMATION.
- Exclusive Remedy. For any breach of this Agreement by Solvay, Solvay’s entire liability, and your exclusive remedy, shall be the repair, replacement or return of any Information at Solvay’s option.
- Relationship. Nothing in this Agreement shall constitute a partnership, joint venture, franchise, or employment relationship between you and Solvay.
- Waiver. No waiver shall be effective against Solvay unless it is in writing and signed by a duly authorized officer of the party against whom enforcement is sought.
- Assignment. Except as specifically provided herein, this Agreement may not be assigned by you. Solvay may assign this Agreement without notice to you at any time.
- Governing Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of New York, without regard to its conflict of laws provisions. Each of the parties consents to the exclusive jurisdiction and venue of the federal court located in the Southern District of New York, for all matters relating to this Agreement, and agrees that all litigation relating to this Agreement shall take place in said court and location. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are expressly excluded from this Agreement and from any transaction that may be implemented in connection with this Agreement.
- Interpretation. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Whenever the context reasonably permits, the singular shall include the plural, the plural shall include the singular, and the whole shall include any part thereof.
- English Language. This Agreement is written in, and shall be governed by, the English language notwithstanding any translation of this Agreement into any other language. In the event of any conflict between the English language version of the Agreement and any translation of this Agreement into any other language, the English language version shall control.
- Severability. If any provision of this Agreement is invalid or unenforceable under applicable law as it shall then be enforced, then such provision shall be limited, narrowed, construed and altered to the extent necessary to render the Agreement valid and enforceable, but only to the extent necessary to achieve that end. If necessary, the invalid or unenforceable provision shall be eliminated from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect.
- Entire Agreement. This Agreement constitutes the entire understanding and agreement between you and Solvay pertaining to the subject matter of this Agreement, and supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter.