Sales Terms

Terms & Conditions of Sale

Welcome to the online store (the “Store”) provided by Masterlink, LLC. (“Masterlink”). Your purchase of products (“Products”) and/or subscription services (“Subscription Services”) from the Store constitutes your agreement to be bound by these Terms & Conditions of Sale (“Terms & Conditions”) and any additional terms we provide, including but not limited to our Terms of Service. THIS IS A LEGAL AGREEMENT. BY PLACING AN ORDER FOR PRODUCTS AND/OR SUBSCRIPTION SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS & CONDITIONS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS & CONDITIONS. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO PURCHASE AND USE PRODUCTS AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS & CONDITIONS, YOU SHOULD NOT PURCHASE THE PRODUCTS. We reserve the right to change these Terms & Conditions at any time, so please review the Terms & Conditions each time prior to making a purchase from the Store. Every time you order Products from Masterlink, the Terms & Conditions in force at that time will apply between you and Masterlink. If you purchase our Subscription Services, we will notify you in the event we make changes to these Terms & Conditions that affect your subscription. If you have any questions regarding these Terms & Conditions, you can contact Masterlink. Please read these terms carefully. They require the use of binding arbitration to resolve disputes rather than jury trials or class actions. This document is part of a multi—part agreement
  1. Definitions:
  • Masterlink, LLC (“Masterlink, LLC” “we “us “, “our”), is an Arizona limited liability company with principal offices located at 24654 N. Lake Pleasant Pkwy. Suite 103-501 Peoria, AZ 85383.
    • Customer (“Customer” “you” “your”) means the customer Identified on an applicable order form.
    • Contract means any order form signed or otherwise acknowledged without alteration, these terms and conditions, and any Supplement to these terms and conditions that the Customer agreed to.
    • Effective Date means the date the order form is signed or otherwise acknowledged by you.
  • License and Sale. Subject to the terms and conditions of this Contract: we grant you a license to use the software: including any updates and software error corrections that we provide (“Software”), sell you hardware (“Hardware”) (collectively, the “Products”), and agree to provide the Support Services and other services, in each case as set forth in this Contract.
  • License Terms. We grant you a non-exclusive, non-transferable license to use the number of copies of the Software indicated in the Contract or that we deliver to you at the site Indicated on the Contract and to make one copy of the Software solely for backup and archival purposes. You may not Use or copy the Software except as permitted in this Contract;  Translate, reverse engineer, decompile or disassemble the Software; Rent, lease, assign or transfer the Software except as described in this Contract; or
  1. Modify the Software; these limitations will survive termination of this Contract for any reason. You obtain no rights other the license granted in this Contract and we reserve all rights not expressly granted herein. We retain title to the Software any copy made from it.
  1. Third Party Software. Third party software is transferred to you “as is”. Your right to use the third party software, all warranties regarding the third party software, and all other terms and conditions relating to the third party software will be governed by the separate agreements included with the third party software.
  1. Relocation of Software/MuItipIe Office Locations. You may relocate the Software to another site but only with our prior written consent, which we will not unreasonably withhold, provided that all of the Software, and all copies of it located at the old site are removed and moved to the new site. Any relocation, installation, and other labor performed by us with to such relocation will be billed to you at our then current rates. Fees and charges indicated in the quote include only the base license. If the system is to be used in multiple locations, additional license fees will be due License fees are not transferable. Should any location(s), including the main office of your practice, be sold or otherwise transferred to a party other than the named customer in this Contract, or should the entity (partnership/corporation, etc.) represented by the customer be dissolved, transfer fees and/or additional license fees may be due.
  1. Fees; Payments. Unless otherwise provided in this Contract, 50% of both the license fee and the purchase price of any products purchased are due and payable as a “Deposit” upon execution of this Contract. The balance is due and payable prior to shipment. If we attempt to schedule or deliver Products to you and you have failed to agree to a delivery date or to accept such delivery within the 12 month period following the Effective Date, we shall be entitled to retain, in our sole discretion, your Deposit as liquidated damages and not as a penalty. You acknowledge that damages for failure to schedule or accept delivery within a reasonable time are difficult to ascertain and the amount of the Deposit is a reasonable estimate of the damages that would probably be caused by such failure
  2. Support Fees. You agree to pay the fees for Support Services on a yearly basis (“Support Fees”) Initial Support Fees are due on the “Support Services Commencement Date” which will be determined as follows:
  • for Apteryx Software, Initial Support Fees are due on the earlier to occur of (i) installation, (ii) training, (iii) 12- months after the Effective Date.
  • for all other Software where training is included with the order, Initial Support Fees are due on the earlier of (i) the first day of training (ii) 12- months after the Effective Date
  • for all other Software where training is not Included with the order, Initial Support Fees are due on the date of product shipment
  • If you purchase additional Support Services, the yearly aggregate Support Fee due will be revised accordingly. We may adjust the Support Fees effective after the first full year of Support by delivering to you written notice of such adjustment 30 days prior to the proposed effective date of the new fees.
  1. Taxes. You are responsible for the payment (directly or by reimbursement to us) of all taxes imposed on us or on you resulting from this Contract, excluding taxes based on our income. If you provide us with a copy of your tax exemption letter or number, we will not bill you for taxes to which the exemption applies.
  1. Shipping & Handling. We will deliver Products to the address specified to us prior to each delivery. We will select the timing and method of transportation, and prepay the transportation charges including transit insurance. We will invoice you for the transportation charges above our standard shipping methods. Shipping and Handling charges are subject to change. You will bear the risk of loss of, and damage to, the Products after delivery except that we will bear risk of loss for damages incurred during shipping that you report to us within five days of delivery provided that you inspect the Products promptly upon arrival and promptly report all visible damage to the shipper.
  1. Returns. Our return policy lasts 30 days from the effective date. Returns or exchanges will not be authorized if requested more than 30 days from the Effective Date.
  • Product returns are permitted only with prior authorization from Masterlink, which Masterlink may deny in its sole discretion. Approved returns will be issued a Return Merchandise Authorization (RMA) number by Masterlink, along with return instructions. The RMA number must be included on the packing slip for returned material. Returns must be delivered to Masterlink within 10 days after the RMA is issued; late return will be refused. All returned Products must be in good working order and include all original packing materials and accessories. Masterlink will impose a restocking fee equal to twenty percent (20%) of the item purchase price on all returns and deduct that amount from the credit issued to the account.
  • The following Items are not eligible for return, Data Conversions, Sheaths, Bite Plates, Bite Sticks, Chin Rest, Paddles, Rinn Kits, Cables, Holders and Hubs. Masterlink does not offer price protection. Please recognize the prices are “as is” after effective date. Any item will not be refunded due to price decrease, promotion or sale.
  • Shipping and handling fees on the initial order and on the return shipment are not eligible for refund or credit. You are responsible for return shipping expenses.
  • If a demo loaner agreement was filled out or a demo product was sent to Customer prior to this agreement, the Customer forfeits the right to our 30-day return policy and All Sales final.
  1. Refunds. Refund are permitted only with prior authorization from Masterlink, which Masterlink may deny in its sole discretion. Once your return is received and inspected, we will send you an email to notify you that we have received your returned item. We will also notify you of the approval or rejection of your refund. If you are approved, then your refund will be processed, and a check will be mailed out to the original shipping address within (15) business days.
  1. Training Expiration. For training purchased either as a part of a bundle or a separate line item, if the training is not used within nine months of the installation date (in the case of training purchased with new equipment or software), or within nine months of the effective date (in the case of training purchased separate from the equipment or software) you will forfeit the value of the training. No credits, repayments, or extensions will be permitted.
  1. Software -Related Services Expiration. Software installation services, conversion services and customization services purchased either as a part of a bundle or a separate line item must be used within nine months following the Effective Date. No credits, repayments, or extensions will be permitted.
  1. Layaway Program. Our Layaway program offers customers the opportunity to make small payments over an extended period on eligible items. We offer Layaway for Dental Equipment over two-thousand dollars ($2000).
      • Layaway Terms and Conditions– (monthly payments – 1 deposit and 2 payments)
        • A deposit of at least 50% of the total price of your order plus all applicable taxes and shipping charges are due when the merchandise is put into layaway. You may make additional payments at any time, but payments must be made monthly as follows 25% every thirty (30) days till last payment. The total price of your order must be paid within ninety (90) days.
        • Your contract will be automatically cancelled and ordered merchandise will be returned to stock if you have not made payments of 25% of the total price of your order within ninety (30) days or your balance is not paid in full within ninety (90) days.
        • You may pay by cash, check, credit card, or debit card. Credit card payments will be accepted by phoning the office where the layaway was initiated.
        • You may not make changes to this layaway order. If you no longer desire the specified merchandise you must cancel your order. If the price of the item you order is reduced after first deposit is made, you are not entitled to a credit for the difference in price
        • The Masterlink Layaway period is between the months of January through October. The Layaway Program is not available during the months of November through December.
        • You may pay the full balance on your layaway order at any time.
        • Layaway contracts are non-transferable.
        • You may request a written record of your payments at any time. You will receive a receipt for each payment made towards the balance due.
      • Layaway Cancellation Policy:
        • You may cancel your layaway order at anytime by notifying the Masterlink, LLC. where you made your order. You must cancel the order in writing.
        • Your order will be automatically cancelled and ordered merchandise returned to stock:
          • If you have not made payments of 25% of the total price of the order within thirty (30) days.
          • If your balance is not paid in full within ninety (90) days or prior to the end of the layaway period. If you do not take shipment your merchandise within ninety (90) days after it is made available.
          • If you fail to make a payment or do not take shipment your merchandise for more than ninety (90) days, we reserve the right to cancel the layaway plan and consider the item abandoned. Any payments made toward an abandoned layaway plan are forfeited in their entirety. Store credit will not be issued for layaway plans that are cancelled due to customer abandonment.
        • In the event of a cancellation before the end of ninety (90) days, you must request a refund in writing to Masterlink, LLC. You are eligible for a full refund less the cancellation fee. The cancellation fee on all layaway contracts is 20% of total price of the order.
      1. Third Party Lease Financing. You may enter into a financing agreement with a leasing company for the purpose of financing the amounts due under this Contract, provided that we have approved the form of any leasing or financing agreement before we become obligated to deliver Products or services pursuant to this Contract. Regardless of any financing relationship you have with a leasing company, we shall be entitled to treat you as the owner and licensee of the Products purchased and licensed under this Contract, and you and we shall remain directly and primarily liable to each other under this Contract not withstanding any financing by a leasing company.
      1. Term and Termination.
      • Term. Hardware sales are effective on the Effective Date. Software licenses commence on the Effective Date and unless terminated as provided below will in effect in perpetuity. Support Services are effective for an initial term of 12 months from the Support Services Commencement Date, and automatically renew on a month to month basis. You or we may terminate Support Services after the initial 12 month term by providing 30 days prior written notice to the other party.
      • Termination for Cause. If Customer fails to perform any material obligation under this Contract: the Masterlink may give written notice to the Customer specifying the material failure. If the material failure is not corrected within 30 days after the date of such notice, the Masterlink may terminate this Contract written notice to the Customer. The right of Masterlink to terminate this Contract is in addition to all other rights that are available to it.
      • Effect or Termination. Upon termination or expiration you will pay us all amounts you owe to us under this Contract through the date of termination or expiration.
      1. Nondisclosure and Confidentiality
      • Disclosure. Each party may disclose to the other party Proprietary Information of the party or of the party’s associated companies, suppliers, or customers. “Proprietary Information” means trade secrets as defined under applicable law, the Software, and other information that is of value to its owner and treated by its owner as confidential. Proprietary Information does not include; Information already known to recipient without an obligation to keep such information confidential; Information received by recipient in good faith from a third party lawfully in possession of the information and having no obligation to keep such information confidential; or Information publicly known at the time of recipient’s receipt from the disclosing party.
      • Requirement of Confidentiality. The recipient of any Proprietary Information shall Not disclose such information except to its employees, contractors, and subsidiaries who have a need to know and who are bound by confidentiality obligations substantially similar to those herein, and Use such information only in connection with the purposes of this Contract. The obligations in this Section 5 will continue for the longer of any term of any Software license or of any Support Services agreement, and for a period of three years thereafter.
      • Infringement Indemnity. We will at our expense defend any action brought against you to the extent that it is based on a claim that a Product when used as authorized by this Contract infringes any patents, copyrights, or trade secrets enforceable in the U.S.; provided that we are immediately notified in writing of any such claim; and provided that we will have the exclusive right to control defense thereof. If, as a result of such action you are enjoined from using the Product, we may at our sole option and expense either procure for you the right to continue to use the Product, or replace or modify the Product so as to avoid or settle such claim, litigation or litigation threat. If such settlement or modification is not reasonably practical in our sole opinion, we may at our option Discontinue and terminate the license in the case of Software, or Accept return of the Hardware, upon written notice to you, and in either such case we will refund to you the book value of the products so returned. This Section 6 describes our entire liability with respect to infringement of any copyrights: patents or trade secrets by Products.
      1. Data Security. We shall maintain appropriate security measures to protect personal information of your patients to which we are exposed in the course of providing Products or services under this Agreement consistent with all applicable state and federal regulations.
      1. Warranty, Remedies, and Limitations.
      • For the warranty period applicable to each Product as Indicated on Exhibit A (“Initial Warranty”), and thereafter for as long as you have purchased Support Services for the Software or Hardware, (collectively the “Service Period”), we warrant the Software media and Hardware to be free from defects in material or workmanship under normal use and service, and warrant the Software to perform substantially in accordance with its documentation, provided that Software is warranted ONLY when installed by a qualified person on a computer system that meets the specified hardware and software configuration described in the software documentation. We also warrant all Support Services will be performed in a professional and competent manner. You are solely responsible for using the and for the accuracy and adequacy of data entry. You have fill responsibility for the care and well-being of your patients and any reliance by you upon Products does not diminish that responsibility. THE WARRANTIES EXPRESSLY SET FORTH IN THIS CONTRACT ARE IN LIEU OF ALL OTHERS, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, WHICH HEREBY EXCLUDED. These warranties are made only to the original purchaser licensee of the Products and are not transferable.
      • Exhibit A – Product Warranties
Product Initial Warranty Period
All Digital Equipment Related Software 90 days after effective date
Apex Dental Sensors 24 months after effective date
Intraoral Cameras 90 days after effective date
MaxRay Handheld X-Ray 12 months after effective date
Clio Dental Sensors 24 months after effective date
Apixia PSP Scanner 24 months after effective date
All Other Hardware, including refurbished equipment 90    days after effective date
      1. Apex Dental Sensor Warranty. This Warranty is non-transferable and applies only to the original purchaser as shown on the original purchase receipt or invoice. The Products do not include any software and/or USB boxes used in conjunction with the products. The Products are reasonably rugged but contain certain materials that could be damaged if excessive force or shock is applied. The Products will give years of trouble free service if sensible precautions and reasonable care is taken during use.
      • Terms of the Limited Product Warranty
        • Masterlink warrants that the Products will, in normal use, be free from defects in material for 2-years and Period commences on the purchase date appearing on the original invoice or purchase receipt for the Products and the original invoice or purchase receipt must be provided to make any claim under the terms and conditions of this Warranty.
        • During the Warranty Period, the sole and exclusive remedy for any breach of this Warranty shall be the repair or replacement of the defective Product with another Product that is equivalent in configuration or current market value with the defective Product, with the remedy and value to be determined solely by Masterlink. Masterlink does not offer cash refunds or credit for any returned defective Products. This Warranty will also cover any Product which is repaired or replaced by Masterlink for the balance of the applicable period of the original Warranty Period or thirty (30) days from the date of return shipment from Masterlink of a repaired or replacement Product, whichever period is longer.
      • Warranty Claim Procedure
        • If a Product is defective in material or workmanship, you must contact Masterlink to receive a Return Material
        • Authorization (“RMA”) number and instructions for Product return. Authorized returns are to be shipped prepaid and insured, and packaged properly to prevent damage. A copy of the original purchase receipt or invoice must accompany the defective Product to establish the Warranty Period.
        • Additionally, any damaged or defective Product subject to a claim under this Warranty must also be returned and, upon return, will become the property of Masterlink.
      • Warranty Exclusions
        • Masterlink shall have no liability for any returned Product if Masterlink determines that the claimed defect is (i) not present, or (ii) is attributable to misuse, improper installation, alteration or mishandling after original shipment from Masterlink. Masterlink bears no responsibility for any failure or defect caused by any third party product or components. This Warranty does not cover any damage to any Product that is not used in accordance with the following directions. Failure to follow these directions will invalidate the Warranty.
        • The Products are to be used in conjunction with the provided sterile sheaths for the protection of both the sensor and the patient. The Products SHOULD NEVER be used without a sheath.
        • The use of rubberized tight fitting finger cots is NOT recommended as the stress placed on the cable sheath/package interface during removal can be considerable and may cause failure by sheath tearing over time. Such failure is NOT covered by the Warranty.
        • To clean the Product, complete immersion in sterilizing fluid is not recommended and may invalidate this Warranty. Use a lint-free cloth soaked in a recommended solution to wipe the Product and cable that has contacted a patient or dental practice staff.
        • Avoid using the cable to pull the Product from any positioning fixture.
        • Avoid bending the cable severely at the cable/package interface. As a guide the cable should not be bent or twisted in a loop less than 4 times the cable diameter.
        • Avoid resting other equipment on the cable or Product.
        • Do not allow the Product to drop onto a hard surface or tap the Product with force on a hard surface this could damage the silicon within the Product.
        • Do not pull the Product away from the cable.
        • Do not drop heavy items on the Product.
        • Devices returned under Warranty that show obvious indications of physical damage due to misuse or careless use WILL NOT be considered for repair or replacement.
      • Valid Warranty Claims. Valid Warranty claims are generally limited to:
        • Sudden or gradual image degradation as a consequence of scintillator or sensor performance.
        • Dark or bright pixels appearing that were not present at time of purchase and which exceed in level and/or quantity the limits of the specification/data sheet.
        • Sudden failure due to cable filament detachment or bond wires that is due to poor workmanship.
        • Changes to sensitivity or other performance while the sensor is used in normal operating parameters that take the sensor out of specification.
        • Other physical package damage (for example; the package parts or connector parts coming apart) under normal use NOT as a consequence of any misuse.
      • Disclaimer/Limitation of Liability
      1. Remedies. In the event of a breach of the foregoing warranties where the Product is covered by a warranty or service plan described in Exhibit A, we will correct the breach in accordance with the applicable plan if you notify us of the breach during the Service Period. In the event of a breach of all other warranties, if you notify us of the breach during the Service Period we will repair or replace the Product, or re-perform the Support Service, where cure of the breach is possible through repair, replacement or re-performance. Where repair, replacement, or re-performance is not possible, we shall be liable only for direct damages, subject to the maximum liability provided herein. This section provides your exclusive remedy for any cause against us, regardless of the form of action, whether based in contract, tort (including negligence), strict liability or any other theory of law. The parties to this Contract have each agreed to the fees and entered into this Contract in reliance upon the remedies, warranties, limitations and disclaimers set forth in this Contract, and the same form an essential basis of the bargain between the parties.
      1. Limitation of Liability.
      • Limitation of Remedy. In no event will we, our affiliates, or any of our or their officers, directors, employees, stockholders, agents or representatives be liable to you, or any other person or entity for any special, indirect, incidental, exemplary or consequential damages even if we have been notified of the possibility or likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise.
      • Maximum Liability. Except for our liability for Infringement Indemnity, and our liability for personal injury or physical property damage, in no event will our liability for damages to you, or to any other entity regardless of the form of action, whether based on contract, tort, negligence, strict liability, products liability or otherwise, ever exceed the amount received by us under this Contract.
      1. Miscellaneous.
      • Relationship of Parties. This Contract will not be construed to create any employment, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or contract binding on the other party
      • Assignment. This Contract and all rights and obligations under it may not be assigned in whole or part by you, including to a leasing company, without our prior written consent. We may assign this Contract in connection with a reorganization, merger, consolidation, acquisition, divestiture or restructuring involving all or substantially all of our voting securities or assets. This Contract will be binding upon and inure to the benefit of the parties, their legal representatives, permitted transferees, successors and assigns.
      • No Waiver. No delay or failure in exercising any right under this Contract and no partial or single exercise of such right will be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of this Contract will constitute consent to any prior or subsequent breach.
      • Force Majeure. Neither party will be liable for failure to perform any of its respective obligations under this Contract: other than the payment of fees, if and during such time as such failure is caused by an event outside its reasonable control, including an act of God, war (declared or undeclared), terrorism or natural disaster.
      • Governing Law. This Contract shall be construed in accordance with the laws of the State of Arizona excluding its conflict of law rules. Any cause of action relating to this Contract may be brought in a court of appropriate jurisdiction in Maricopa County, Arizona, and each party consents and submits to the jurisdiction of such courts. Each party waives any objection based on forum non-conveniens or venue to any action instituted in the courts identified above.
      • Dispute Resolution and Arbitration. Any controversy or claim relating to this Contract or the breach thereof not able to be settled by negotiation shall be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in Phoenix, Arizona. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision.
      • Amendments. All modifications or amendments to this Contract will be ineffective unless made in writing and signed or otherwise accepted by authorized representatives of the parties.
      • Entire Agreement. This Contract constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral.
      1. Support Services
      • Availability. We will provide you with the applicable Support Services described below (i) if you have purchased them, or (ii) if they relate to our warranty obligations during the Initial Warranty period and thereafter for as long as you have purchased Support Services for the Software or Hardware (collectively the “Service Period”), provided that you are current with any payments you owe to us.
      • Point of contact. You will appoint one of your adequately trained employees (“Point of Contact”) to qualify all support requests and serve as the primary point of contact with us. This employee will be responsible for contacting us for Support Services. You will appoint a second similarly qualified employee as a backup.
      • Site access. You will grant us reasonable access to your premises during your normal working hours to perform our obligations under this Contract.
      • Remote access. You will provide us with remote access to the supported Hardware and/or Software for purposes of performing Support Services. You will provide and maintain at your expense the necessary network and equipment to permit such access (e.g. broadband or telephone line and modem). It is your responsibility to keep proper backups of your data and program files, and you will be solely responsible for such backups. If permission of any other party (e.g. your landlord or network service provider) is needed for us to use remote access, you are responsible for obtaining such permission.
      • Service Plans; Term and Termination. Support Services are available for Systems under an extended maintenance agreement (a “Plan”). A Plan may not be terminated without cause during the initial 12 months of the Plan, and if you elect to terminate your Plan without cause during the initial 12 months of the Plan, you will be billed for the balance of the Plan fees for the initial 12 month period. After the Initial 12 months of the Plan, you may terminate your participation in a Plan by providing us with 30 day notice of termination. If your participation in the Plan is terminated for any reason, you may reinstate your participation in the Plan if you pay (1) an inspection fee of $500 and (2) the cost of any repair to the system.
 Support Services – Software  
      • Telephone Support. We will provide telephone support to your Point of Contact to enable reporting of software errors. Telephone support will be available during normal business hours and at other times as published by us from time to time.
      • Software Error Correction. We will use reasonable efforts to correct software errors reported to us during the Service Period. Within a reasonable period of time after verifying that a software error is present, we will initiate work in a diligent manner toward development of a software error correction.
      • Limitations & Exclusions. We will not be responsible for providing software Support Services relating to the following:
        • Software errors that result from your improper handling or use of the software, including installation on a system that does not met the system requirements we provide to you in our documentation
        • Software for which we have provided corrections not implemented by you within a reasonable time;
        • Software errors caused by changes, alterations or revisions made by you or on your behalf;
        • Problems caused by your data, network, database, operational or other environmental factors not within our direct control;
        • Problems caused by your inadequate data backup procedures, third party databases, or software customizations;
        • Problems caused by unqualified Points of Contact. If we assist you, at your request, “with the correction of any problem not covered by these Support Services, then you agree to reimburse us for all reasonable expenses incurred and time spent in diagnosing problems not caused by us, repairing any of your alterations or revisions to the Software and correcting software errors or other defects resulting from the occurrence of one or more of the events described in the items (a) – (f) above. Such services will be invoiced to you at our then -current time and material rates.
        • Support for third party software. We will not provide, and Support Services do not include, support for any third party software unless it is listed on this Contract.
        • Such additional Support Services will be offered only to the extent necessary to operate the Software.
      1. Support Services – Hardware
      • Training and Conversion Services and Obligations
        • Implementation Services. You are responsible for the installation of the Hardware and the Software at your site, unless otherwise indicated to by us. Depending on the Product have purchased, we may send you information explaining your upcoming implementation and we may assign a project coordinator who will serve as a single point of contact during the implementation process.
        • Site layout, electrical, network cabling. If you ask us to deliver and install Hardware, you are for providing us with information on site layout, electrical power, multi office connectivity needs and network cabling specifications prior to Hardware delivery. You are responsible for ensuring that communication lines and equipment are installed and operational prior to hardware delivery.
        • Other software and hardware. You understand that integration of other software and hardware with the Products may not be feasible and we make no guarantee that integration can be achieved other than as expressly provided in the Product documentation. You are responsible for any costs incurred by you as a result of our or your inability to integrate other software and hardware with the Products. If you retain us to attempt integration, you agree to pay us for all services rendered in attempting to integrate other software and hardware regardless of the ultimate outcome of that.
        • Training. We will provide training set forth in this Contract. Training may be available at your office or via the internet. You agree to pay for scheduled training services if not cancelled at least 10 business days in advance of the training date. If you cancel onsite training less than 10 business days prior to training we will retain S200 of any fees you have paid us as liquidated damages. If you cancel on-line training less than 10 business days prior to training we will retain $100 of any fees you have paid us as liquidated damages. In all cases of training cancellations you will reimburse us for the cost of any non-refundable airline tickets purchased in advance for the express purpose of training you, regardless of the cancellation date. Any additional training beyond that listed in your Contract will be quoted at our then current rates and billed separately.
        • Installation, configuration, and/or conversion fees. You will pay the amounts charged for installation, configuration or conversion as designated in the Contract. Installation, configuration and conversion services not listed on your Contract will be invoiced to you at our then current time and materials rates. As listed in your Contract, the installation charges may include staging fees for preparation and testing of your system prior to shipment and on site hardware installation services. The files subject the conversion services, if any, are detailed in the Contract and may include client files, payer files, procedure codes and other similar data sets. Conversion services do not include network cabling, which should be completed in advance by you.

        SensorCare Protection Plan Terms

        This Service Level Agreement (the “Agreement”) comprises the general terms and conditions of your (“Customer” or “You”) service “Plan(s)” for your Masterlink,LLC. (collectively “COMPANY”) products. COMPANY brands include Apex. Types of products include I/O Sensor. By signing and submitting Your enrollment application and payment for a Plan(s), you agree to be bound by and are entitled to these terms and conditions for the duration of the Agreement. Upon acceptance of your enrollment application and successful processing of Your payment, You will be enrolled in the Plan(s) for the term that you selected and any subsequent renewal term. Each Plan provides certain support and cost replacement benefits in connection with your COMPANY products (individually and collectively, “Hardware”) and their software and those software modules licensed to You by COMPANY (“Software”). The Hardware and Software are collectively referred to as your “COMPANY System.” Coverage is limited to customer-owned, serialized Hardware located at the address imprinted on the enrollment form. 1. Enrollment in a Plan. To enroll in the Plan(s), you must provide COMPANY with a completed enrollment form, including your choice of Plan(s) and payment option, along with full payment or payment instrument in the dollar amount that corresponds to the options you have selected, plus any applicable taxes. If the credit card information you submit is incorrect or invalid, or your check is returned for any reason, COMPANY will not be able to process your enrollment. COMPANY reserves the right to contact you about your Plan(s) and may record those calls for quality assurance. 2. Eligibility. You are eligible for enrollment in a Plan(s) only if you have maintained a Plan(s) for your COMPANY System(s) since the date of purchase of that particular COMPANY System either directly from COMPANY or from an approved COMPANY service provider. Applications for enrollment into Plan(s) for COMPANY System(s) with lapsed coverage will be accepted only at COMPANY’s sole discretion or invitation and may be at an additional cost and require an inspection. Any gap in service coverage for a COMPANY System may void future attempts to purchase service coverage under any COMPANY Plan(s). COMPANY reserves the right to cease providing the Plan(s) in whole or in part at the sole discretion of the COMPANY. COMPANY reserves the right to modify the Plan(s) upon written notice to you. 3. Payment Options. Each Plan has a term of 12 months, subject to the following provisions regarding possible term renewal. There are two (2) payment options: 1) Pre-pay Annually, Auto Renewal; 2) Pre-pay Annually, Manual Renewal. The auto-renewal option provides an automated, convenient way to pay for enrollment in the annual Plan(s) so that coverage continues, without lapse, until either COMPANY or the customer provides notice of Plan(s) discontinuation. The default payment option is Pre-pay Annually, Auto Renewal if no selection is provided on the renewal form. a. The pre-pay annually, auto renewal option requires a credit card payment and a valid E-mail address. At the end of the Plan(s) term, your credit card will be charged automatically for an additional year of coverage. b. The pre-pay annually, manual renewal option may be paid by credit card or check. Prior to end of Plan(s) term, you will receive a renewal form that you must complete and return to COMPANY in order to continue enrollment. It is the responsibility of the customer to notify COMPANY of any change in E-mail address, telephone number or other contact info to ensure delivery of renewal forms and/or invoices. Renewal of your Plan(s) will be subject to the then-current annual rates and then current terms and conditions. Prices do not include any applicable sales tax, based on location of Customer, which will be applied at time of invoice. All payments to COMPANY are non-refundable once the Plan(s) term has begun. All late payments shall be subject to an interest charge of 1.5% per month, or the maximum amount allowed by law, if less. 4. Discontinuing an Auto-renewal Plan or Cancelling a Plan. a. Each auto renewal Plan consists of a series of 12-month commitments (unless otherwise noted in the Enrollment Form). To discontinue enrollment in an auto renewal Plan, written notice must be sent to [email protected] or Masterlink, LLC. ATTN: SensorCare Coordinator, 24654 N. Lake Pleasant Pkwy Suite 103-501 Peoria, AZ 85383 and must be received at least thirty (30) days prior to the end of the then-current 12-month term. The applicable Plan will be discontinued upon the end of the then-current 12-month term. b. For any cancellation of a Plan other than a timely delivery of discontinuation as set forth in clause (a) above, written notice must be sent to [email protected] or Dental Imaging Technology Corp. ATTN: SensorCare Coordinator, 24654 N. Lake Pleasant Pkwy Suite 103-501 Peoria, AZ 85383, and the Plan will be cancelled upon COMPANY’s receipt of such notice 5. How Hardware Replacement/Repair Works. Immediately upon discovering that your Hardware is not working properly, you must contact COMPANY Telephone Technical Support at (800) 869-0915 to attempt diagnosis and troubleshooting. You must provide the serial number of your Hardware in order to receive assistance. If the Telephone Technical Support Specialist determines that your COMPANY Hardware isn’t working for reasons covered by your Plan(s), the replacement/repair process will be executed in accordance with your respective Plan. For additional information, please review the individual terms and conditions of your respective Plan. 6. Additional Limitations, Warranties, and Disclaimers. Only COMPANY Hardware and Software are covered under the Plans. With the exception of the basic SensorCare Protection Plan which offers deductible replacements set forth in this agreement. COMPANY makes no warranty and shall have no liability with respect to the support, service or performance of any computers, peripherals (including printers and sensor controller readers), third party software, third party hardware, and all other third party items, whether supplied by COMPANY or a third party, that are integrated into your COMPANY System. Additionally, COMPANY Plan(s) does not warrant or cover: a. External damage, including, but not limited to: (i) damage caused by impact with other objects, dropping, falls, vandalism, theft, rust, corrosion, contact by animals or insect infestation, spilled liquids or immersion in liquids; (ii) damage caused by a disaster such as fire, flood, wind, earthquake, or lightning; (iii) damage caused by unauthorized attachments, alterations, modifications or foreign objects; (iv) damage caused by failure to provide a suitable environment; (v) damage caused by the use of the hardware system for purposes other than those for which it was designed; (vi) damage from improper maintenance or from maintenance provided by anyone other than an approved COMPANY service provider; (vii) damage from improper electrical connection or supply or any electrical surge or fluctuation; (viii) damage caused by any individual servicing of the equipment other than an approved COMPANY service provider; (ix) damage caused by operating staff; (x) (if applicable) damage caused by moving the equipment from its original installed location by anyone other than an approved Company service provider; (xi) damage caused by any other abuse, misuse, mishandling, or misapplication. b. Software damage, including, but not limited to: (i) additions, changes, or upgrades unauthorized by COMPANY; (ii) viruses or malware; (iii) third party software (iv) damage caused by network or operating engineers; (v) damage from the use of the Software for any other applications other than its intended use or other than in its intended configuration; (vi) data recovery. c. Computer failure or data security breach, COMPANY is not responsible for data recovery fees or any costs of data security breach remediation or notification or other losses related to any computer failure or data security breach. Customers are responsible for backing up and securing all data. COMPANY warrants, subject to the above limitations, from the enrollment date through remainder of the current Plan(s) enrollment term that purchased replacement Hardware will be free of defects in material and workmanship. 7. DISCLAIMER OF WARRANTY. NO REPRESENTATIVE, DISTRIBUTOR, EMPLOYEE OR DEALER OR SERVICE PROVIDER AGENT OF COMPANY HAS AUTHORITY TO VARY THE TERMS OF THIS PLAN ORALLY OR IN WRITING. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THERE ARE NO OTHER WARRANTIES PROVIDED BY COMPANY ON ANY COMPANY SYSTEM (INCLUDING WITHOUT LIMITATION ON ANY HARDWARE OR SOFTWARE), AND COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES WITH RESPECT TO MERCHANTABILITY, TITLE, NONINFRINGEMENT, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. COMPANY DOES NOT WARRANT THAT ANY PROBLEMS WITH YOUR COMPANY SYSTEM CAN BE SUCCESSFULLY RESOLVED. 8. LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS BE LIABLE TO YOU FOR ANY LOSS OF USE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES ARE BASED IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, OR OTHERWISE. COMPANY’S ENTIRE LIABILITY TO YOU FOR ANY DAMAGES ARISING IN CONNECTION WITH THE COMPANY SYSTEM(S) OR THE PLAN(S) SHALL NOT, IN ANY EVENT, EXCEED THE TOTAL AMOUNT PAID TO COMPANY BY YOU FOR THE PLAN(S) IN THEPRECEDING TWELVE (12) MONTH PERIOD. YOUR SOLE REMEDY, AND COMPANY’S SOLE LIABILITY, UNDER THE PLAN IS TO TERMINATE THE PLAN AND SEEK DIRECT DAMAGES IN AN AMOUNT NOT EXCEEDING THE FOREGOING LIMITATION. THE ABOVE STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY EVEN IF SUCH REMEDY SHOULD FAIL OF ITS ESSENTIAL PURPOSE. 9. ACKNOWLEDGEMENT. YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT, AND THAT COMPANY WOULD NOT BE WILLING OR ABLE TO OFFER THE OTHER TERMS UNDER THIS AGREEMENT WITHOUT BEING ABLE TO RELY ON THE EXISTENCE AND ENFORCEABILITY OF THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SET FORTH ABOVE. 10. Default. Under condition of Default, COMPANY may immediately terminate your Plan(s) and will have no further obligation to you pursuant to the Plan(s). You shall be in default of your Plan(s) upon (a) failure to make a payment within 10 days after the due date; or (b) failure to perform or observe any other term or condition of this Agreement; or (c) any breach of any representation or warranty made by you; or (d) default by you under any note, security agreement, lease or installment sales agreement with dealer; or (e) your inability or unwillingness to pay your debts when due, your dissolution or insolvency or your bankruptcy; or (f) the termination of your existence by merger, consolidation or otherwise; or (g) any change in control (including by merger, sale of assets, sale of securities or other interests granting direct or indirect control) of you; or (h) any transfer or sale by you of any COMPANY System for which you have not received prior approval through the Transfer of Equipment Ownership process set forth by COMPANY. 10. Miscellaneous. This Agreement (including the validity and applicability of the arbitration provisions of this Agreement, the conduct of any arbitration of a dispute, the enforcement of any arbitral award made hereunder and any other questions of arbitration law or procedure arising hereunder) is governed by the laws of the United States and the state of Arizona, without regard to any conflict-of-law provisions. The courts residing in Phoenix, AZ, both state and federal, shall have exclusive jurisdiction to hear any claim arising out of this Agreement. Notwithstanding the exclusive jurisdiction set forth in the prior sentence, the parties expressly agree that COMPANY may, at its sole discretion, request in writing that any dispute, claim, or controversy in connection with this Agreement, including any questions regarding its formation, existence, validity, enforceability, performance, interpretation, breach, or termination, shall be resolved by a final, binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association. If COMPANY elects to exercise its right to resolve such dispute, claim, or controversy by binding arbitration, the following parameters shall apply to the arbitration: (i) the arbitration shall be decided by one (1) arbitrator appointed in accordance with such rules; (ii) the place of the arbitration shall be Maricopa County, Arizona; (iii) the language of the arbitration shall be English; and (iv) at any time, a party may seek or obtain preliminary, interim, or conservatory measures from the arbitrator or from a court of competent jurisdiction. If any provision of this Agreement is deemed unenforceable or invalid by a court or arbitrator, then the court or arbitrator will modify the provision to the minimum extent necessary to make it enforceable. In the event such a modification is impossible or impracticable then the provision will be severed and the remaining terms will be enforced to the maximum extent possible. You agree not to disclose the terms of this Agreement, including the pricing arrangements, services, technologies, or any other proprietary information relating to COMPANY or its affiliates to any third party, except that you may disclose the terms (i) as required by law and (ii) to federal and state health care payors and other health care regulators. You agree and authorize COMPANY to communicate with you by any electronic means (including cellular phone, email, facsimile automatic dialing and recorded messages) or any other form of communication concerning you Plan(s). Neither party shall be liable to the other for any loss or damage suffered by the other (other than breach of a payment obligation) if such loss or damage is attributable to an event of force majeure which shall mean circumstances beyond the reasonable control of the party seeking to rely on this provisions including war, riot, civil commotion, strikes, lock-out, acts of God, restrictions imposed by government or other competent authority which shall prevent or materially affect that party’s ability to perform its obligations. These terms contain the entire agreement of each of us with regard to Your enrollment and coverage under your Plan(s) and supersede all other previous terms and documents related thereto. 11. All non-functional HARDWARE must be returned to COMPANY to be eligible for Plan(s) coverage as listed below. a. SensorCare Protection Plus Plan: Upon completion of your technical support consultation, submission of pictures of the current state of equipment, and tracking confirmation of shipment of equipment to COMPANY, COMPANY will electronically provide You with an RMA number for return of the non-functional HARDWARE to COMPANY for inspection and evaluation. Non-functional HARDWARE must be shipped to COMPANY at the expense of Customer prior to the replacement HARDWARE being shipped. COMPANY will attempt to ship out your replacement HARDWARE the same day that your non-functional HARDWARE is picked up for shipment. If, for any reason, COMPANY is unable to expedite the same day, the replacement HARDWARE will ship the following business day. Shipments are sent via one-day service where available. COMPANY is not responsible for missed deliveries. The SensorCare Protection Plan Plus offers one (1) Free Replacement HARDWARE per calendar year per plan. In the event that the Customers HARDWARE is non-functioning more then once in one (1) calendar year, a deductible of $2,000 will be billed to customer for replacement HARDWARE. b. SensorCare Protection Plan: Upon completion of your technical support consultation, submission of pictures of the current state of equipment, and tracking confirmation of shipment of equipment to COMPANY, COMPANY will electronically provide You with an RMA number for return of the non-functional HARDWARE to COMPANY for inspection and evaluation. Non-functional HARDWARE must be shipped to COMPANY at the expense of Customer prior to the replacement HARDWARE being shipped. COMPANY will attempt to ship out your replacement HARDWARE the same day that your non-functional HARDWARE is picked up for shipment. If, for any reason, COMPANY is unable to expedite the same day, the replacement HARDWARE will ship the following business day. Shipments are sent via two-day service where available. COMPANY is not responsible for missed deliveries. 12. Replacement Parts and Equipment: At the sole discretion of COMPANY replacement parts and equipment may be new or factory refurbished. COMPANY reserves the right to replace equipment with the same or newer version, where applicable. Replacement parts and equipment covered under the SensorCare Protection Plus Plus will carry a limited warranty of 90 days to protect against any manufactures defect. SensorCare Protection Plan (deductible) replacements will carry a limited warranty of 12 months. If the Plan(s) continues past the limited warranty period the replaced equipment will be covered for the length of the Plan(s) where applicable. 13. Inspection and Evaluation: Plan(s) are meant to provide coverage against HARDWARE failure due to reasonable “wear and tear”. Upon the receipt of non-functional HARDWARE, COMPANY will inspect and evaluate the non-functional HARDWARE. If it is determined that: The HARDWARE is malfunctioning due to Customer negligence or misuse as set forth in the SensorCare Plans Terms and Conditions, a COMPANY representative will contact You to discuss replacement options. Accidental damage coverage under the SensorCare Protection Plan allows the purchase of replacement HARDWARE for a discount listed in table “SensorCare Protection Plan Deductible Pricing” from the current retail price. Applicable taxes are additional and will be applied at time of order. COMPANY will attempt to replace your HARDWARE with the same model where available. In the event of non-availability, COMPANY reserves the right to replace your HARDWARE with a newer model.
        SensorCare Protection Plan Deductible Pricing
        Product/Service Non- Refundable Deductible
        Apex Dental Sensor – Size #1 $2,497
        Apex Dental Sensor – Size #2 $2,747
        Apex Dental Sensor Cable/Housing Repair $500
        Other Brand Sensor Replacement – Size #1 $2,497
        Other Band Sensor Replacement – Size #2 $2,747
        14. HARDWARE Surrender: HARDWARE replacement is conditional on your permanent surrender of the malfunctioning HARDWARE to COMPANY. Should you choose to keep your malfunctioning HARDWARE, COMPANY will have no obligations or liability to you under the Plan(s) and your purchase of replacement HARDWARE will be at full retail price. 15. Serial Number Conditions: COMPANY will not provide service or support for Your COMPANY SYSTEM without a valid serial number. In the event you provide COMPANY with HARDWARE for inspection that does not match the serial number provided to the Telephone Technical Support Specialist, COMPANY will immediately return your HARDWARE and may void your Premier, Essential or Core Plan(s). 16. COMPANY SOFTWARE Updates: COMPANY will provide you, without additional charge, access to each minor and major functional release (“Updates”) of the primary COMPANY SOFTWARE and, if applicable, your specific licensed COMPANY SOFTWARE modules for the HARDWARE covered under the Plan(s). Upon its release, an Update will be considered “SOFTWARE” and is subject to the same license rights, restrictions, and agreements as the original SOFTWARE. Updates do not include any releases or future SOFTWARE modules that COMPANY licenses separately, including without limitation new modules with new functionality that are available at an additional cost. COMPANY shall exercise commercially reasonable efforts to correct any malfunction of the SOFTWARE reported to COMPANY by you, which COMPANY can reproduce and which prevents the SOFTWARE from materially performing in accordance with the operating specifications described in the then-current user guides and manuals for operation of the SOFTWARE (“Error”). Prior to contacting COMPANY, you must make reasonable efforts to confirm that an Error is caused by the SOFTWARE or HARDWARE and not by any other cause or third-party material. In the event that COMPANY determines that a problem reported by you is not the result of an Error or is caused by third party material, COMPANY will notify you and have no further obligations to You under the Plan(s). SOFTWARE releases that are not current will be retired or updated at the discretion of COMPANY. COMPANY has no responsibility or liability for maintaining or supporting retired versions of the SOFTWARE. 17. We may, at any time, and at our sole discretion, modify these Terms and Conditions, with or without notice to the User. Any such modification will be effective immediately upon public posting. Your continued use of our Service and this Site following any such modification constitutes your acceptance of these modified Terms.