Updated as of July 8, 2024
ZEENO ROBOTICS SOFTWARE LICENSE AGREEMENT
1 CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE INSTALLING OR USING THIS SOFTWARE PRODUCT (THE “ZEENO SOFTWARE”). BY CLICKING “Yes” BELOW AND INSTALLING OR USING THE ZEENO SOFTWARE, YOU (“CUSTOMER”) AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHETHER OR NOT YOU HAVE READ THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THE TERMS AND DO NOT INSTALL OR USE THE ZEENO SOFTWARE; IF APPLICABLE YOU MAY CONTACT ZEENO TO ARRANGE THE RETURN OF THE ZEENO SOFTWARE AND A REFUND OF APPLICABLE LICENSE FEES PAID.
2 Software License; Acceptance. Subject to the terms and conditions of this Agreement, Zeeno Robotics, LLC a Georgia corporation (“Licensor”), grants Customer a limited, revocable, nonexclusive license to use the Zeeno Software. Customer is purchasing a license to use the Zeeno Software. Customer is not purchasing the Zeeno Software. The Zeeno Software licensed under this Agreement is Zeeno Robotics Software
3 Restrictions on Use of the Zeeno Software. Except as provided in this Section 3 and in Section 4, Customer may not copy, distribute, adapt or prepare derivative works from, reverse engineer, disassemble, decompile, rent, lend, lease, sell, or otherwise transfer or disclose the Zeeno Software or make the Zeeno Software available to third parties. For backup purposes Customer may make one copy of the Zeeno Software. Except as permitted in Section 18, use of the Zeeno Software by any person or legal entity other than Customer is a breach of this Agreement. Customer will use its best efforts to protect the Zeeno Software from unauthorized reproduction or use.
Customer may use the Zeeno Software on a single robot for use by up to a designated number of concurrent users, upon payment of the applicable license fees.
4 Restrictions on Transfer of the Zeeno Software. Customer may not sublicense, assign, or transfer any of its rights to use the Zeeno Software without the prior written consent of Licensor and payment of applicable fees.
5 Ownership. Customer acknowledges and agrees that Licensor and its licensors are the sole owners of all right, title, and interest in and to the Zeeno Software, including all intellectual property rights; this Agreement confers on Customer no ownership interest or intellectual property rights in the Zeeno Software; the Zeeno Software is protected under United States, Canadian and other applicable copyright and intellectual property laws and international treaty provisions; and the Zeeno Software has been developed at considerable time and expense to Licensor and its licensors and contains confidential and proprietary information not generally known. Customer acknowledges that any misuse of the Zeeno Software or other breach of Section 3 or 4 of this Agreement will cause irreparable harm to Licensor for which Licensor cannot be adequately compensated by damages. Consequently, Customer agrees that in addition to any other remedies available to Licensor, Licensor shall be entitled to seek injunctive or other equitable relief to prevent such breach or further breaches of this Agreement. Customer shall not remove any copyright, trademark, or confidentiality notice from the Zeeno Software.
6 Updates. Updates to the Zeeno Software may be made available to Customer from time to time. Unless accompanied by or expressly made subject to another license agreement, such updates are “Zeeno Software” subject to the terms of this Agreement.
8 Disclaimer of Warranty. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW LICENSOR DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE ZEENO SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE OR THAT THE SOFTWARE WILL OPERATE ERROR FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPUTER CODE.
9 Disclaimer of Liability. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY: (A) LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; OR (B) CLAIMS MADE AGAINST LICENSOR MORE THAN TWO YEARS AFTER THE RELATED CAUSE OF ACTION AROSE. WITHOUT LIMITATION OF THE FOREGOING, LICENSOR SHALL HAVE NO LIABILITY FOR LOSS OF DATA HOWEVER CAUSED AND LICENSOR SHALL HAVE NO LIABILITY FOR DAMAGE CAUSED BY MALICIOUS SOFTWARE, AND WHETHER OR NOT PREVENTED OR PREVENTABLE BY ANTI-VIRUS OR INTRUSION PROTECTION SOFTWARE ACQUIRED FROM LICENSOR.
10 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT EXCEPT SECTION 11, LICENSOR’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IN RESPECT OF THE Zeeno SOFTWARE OR THE PERFORMANCE OR NON-PERFORMANCE OF OR INABILITY TO USE THE Zeeno SOFTWARE, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE TOTAL AMOUNT OF LICENSE FEES PAID BY CUSTOMER FOR THE Zeeno SOFTWARE.
11 Indemnification.
(a) Third Party Infringement Claims. Licensor will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Zeeno Software directly infringes any United States copyright or misappropriates any trade secret recognized as such under the Minnesota Uniform Trade Secrets Act, and Licensor will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action.
(b) Conditions. Licensor’s obligations under the preceding paragraph with respect to an action are conditioned on (i) Customer notifying Licensor promptly in writing of such action, (ii) Customer giving Licensor sole control of the defense thereof and any related settlement negotiations, and (iii) Customer cooperating with Licensor in such defense (including, without limitation, by making available to Licensor all documents and information in Customer’s possession or control that are relevant to the infringement or misappropriation claims, and by making Customer’s personnel available to testify or consult with Licensor or its attorneys in connection with such defense).
(c) Licensor’s Options. If the Zeeno Software becomes, or in Licensor’s opinion is likely to become, the subject of an infringement or misappropriation claim, Licensor may, at its option and expense, either (i) procure for Customer the right to continue using the Zeeno Software, (ii) replace or modify the Zeeno Software so that it becomes non-infringing, or (iii) terminate Customer’s right to use the Zeeno Software and give Customer a refund or credit for the license fees actually paid by Customer to Licensor for the infringing components of the Zeeno Software less a reasonable allowance for the period of time Customer has used the Zeeno Software.
(d) Exclusions. Notwithstanding the foregoing, Licensor will have no obligation or otherwise with respect to any infringement or misappropriation claim based upon (i) any use of the Zeeno Software not in accordance with this Agreement or any documentation for the Zeeno Software, or for purposes not intended by Licensor; (ii) any use of the Zeeno Software in combination with other products, equipment, software or data not supplied by Licensor; (iii) any use of any release of the Zeeno Software other than the most current release made available to Customer; or (iv) any modification of the Zeeno Software made by any person other than Licensor.
(e) Entire Liability. This section states Licensor’s entire liability and Customer’s sole exclusive remedy for infringement and misappropriation claims and actions.
12 Term and Termination. The license granted under this Agreement is effective until terminated. Customer may terminate the license at any time by discontinuing use of the Zeeno Software. Licensor may terminate the license EFFECTIVE IMMEDIATELY if Customer fails to pay any license fee or other amounts owing to Licensor or Zeeno in respect of the Zeeno Software or fails to comply with any term of this Agreement. Upon termination of the license for any reason, Customer shall return all copies of the Zeeno Software to Licensor upon its request, remove all copies of any Zeeno Software from its computers and demonstrate or certify to Licensor’s satisfaction that it has done so, and immediately pay in full any owing and unpaid portion of the license and other fees. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor’s proprietary rights, shall survive termination of the license.
13 Government License Rights. The Zeeno Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government licensees and end users acquire the Zeeno Software with only those rights set forth herein. Contractor/manufacturer is Zeeno.
14 Software Support. Customer may purchase support services for the Zeeno Software from Zeeno. Licensor does not provide support services. If Customer has purchased support, Zeeno will provide reasonable technical support by telephone or online during normal business hours, and by telephone outside of normal business hours. If Customer has not contracted for support and requests support, Customer agrees to pay Zeeno’s then standard hourly service fees. Hours and other terms of service in effect from time to time are described by Zeeno Support. Zeeno may modify such terms from time to time without notice. Service calls may be recorded for quality assurance purposes. According to its pricing policies in effect from time to time, Zeeno may make certain software and updates available free of license fees to customers who are continuously enrolled in the Zeeno software support plans for such software. Software and updates are not generally free of license fees for customers not continuously on the Zeeno software support plan.
15 Customer Obligations.
(a) Back-Up. Customer shall keep up-to-date backup copies of all data for recovery purposes. Licensor shall have no liability for any loss of data arising out of the provision of maintenance and support services to Customer, including losses arising from the installation of upgrades or error corrections provided by Licensor. In all circumstances, Customer and not Licensor is responsible for ensuring that its data is accurately backed up on a daily basis.
(b) Cooperation. Customer shall provide Licensor all data, information and cooperation Licensor deems necessary for the performance of Licensor’s obligations under this Agreement. Licensor shall have no liability for any delay in the performance of Licensor’s obligations resulting from Customer’s failure to provide data or information or to cooperate.
(c) Data Security & PCI Standards. Licensor has used commercially reasonable efforts to ensure that the Zeeno Software, if subject to Payment Card Industry Data Security Standards (PCI DSS), complies as of the date of this Agreement with PCI DSS. In its use of the Zeeno Software, Customer shall comply with Customer’s obligations under PCI DSS and other applicable data protection standards.
(d) Compliance with Law. Customer shall comply with all laws and contractual obligations, including requirements of insurers, credit card issuers and other third-party service providers, applicable to Customer’s use of any product described in the proposal. Such laws and obligations include, but are not limited to, state and federal statutes, rules and regulations governing record retention, billing error resolution, confidentiality, data privacy and security, and claims and payment processing; state Medicaid rules and regulations restricting access to and use of eligibility information; rules and regulations of the federal Department of Health and Human Services; and PCI DSS.
(e) Use in Accordance with Specifications. Customer shall use the Zeeno Software in accordance with the operator and user guides and other manuals and technical information and specifications, whether in hard copy, electronic or other format, furnished by Licensor to Customer.
(f) Indemnification. The licensor shall have no liability for Customer’s failure to comply with its obligations under this Section 15. Customer shall defend, indemnify and hold harmless Licensor from and against any loss or damage, including attorneys’ fees, resulting from Customer’s breach or claimed breach of any such obligation.
16 No Waiver. Any representation, affirmation of fact, course of dealing, usage of trade, promise or condition in connection with this Agreement not incorporated herein shall not be binding on either party. No waiver, alteration or modification of any of the provisions hereof shall be effective unless in writing and signed by a duly authorized representative of Licensor. Waiver by any party of strict performance of any provision of this Agreement will not be a waiver of or prejudice any party’s right to require strict performance of the same provision in the future or of any other provision of this Agreement.
17 Miscellaneous. This Agreement shall be governed by the laws of the state of Minnesota except that the law of any state where Customer is located shall govern the enforceability of the license and other fees if enforceable under such state’s law and not under Minnesota law. This Agreement constitutes the entire agreement between the parties as to the subject matter of this Agreement and supersedes all other communications, oral or written. The invalidity of any term or provision of this Agreement will not affect the validity of any other provision. The section and paragraph headings of this Agreement are for the convenience of the reader only, and are not intended to act as a limitation of the scope or meaning of the sections and paragraphs themselves.
18 Identity of Customer. If the dentist (or other dental specialist) who signed the proposal for the Zeeno Software (the “signer”) operates his or her dental practice or business as a corporation, partnership or other legal entity, “Customer” as used in this Agreement means the legal entity, and the signer shall be deemed to have signed the proposal on behalf of that legal entity with the intention and authority to bind it. In that case, the legal entity, and not the signer in his or her individual capacity, is the licensee of the Zeeno Software. If the signer does not do business as a legal entity, but as a sole proprietor or otherwise, the signer in his or her individual capacity is the Customer (and licensee). In that case, use of the Zeeno Software in the signer’s dental practice or business by employees of the signer on the terms agreed to by Customer is not a breach of this Agreement.
19 Export Control Laws. Customer shall comply with all laws and regulations controlling the export of certain commodities and technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce. Among other terms, such laws prohibit, or require a license for, the export of computer software to specified countries, entities and persons. Customer will indemnify, defend and hold harmless Licensor from and against the consequences of any violation of such laws.
20 Customer Responsibility for Data Security and Backup. Customer is solely responsible for the security and backup of its data and for the accuracy and completeness of all data entered by Customer in the process of using the Zeeno Software. Licensor strongly encourages Customer to (a) protect its network from unauthorized access, (b) archive and verify its data on a daily basis, (c) keep all software current with the latest security patches and updates, and (d) employ up-to-date encryption technology or other appropriate means to protect the security of its data while transmitted, electronically or otherwise, to Licensor. Licensor shall have no liability for any unauthorized interception or disclosure of Customer data while transmitted by Customer to Licensor.
21 Client Consent. Customer represents and warrants to Licensor that it has obtained and shall obtain all consents required by law or contract from clients of Customer whose health, financial or other personal information may be disclosed to Licensor in the course of Customer’s use, or Licensor’s installation, maintenance or support of, the Zeeno Software. Customer shall defend, indemnify and hold harmless Licensor from and against any loss or damage resulting from Customer’s failure, or claimed failure, to obtain any such consent.
and Powered by 
