MENTOR DMD SERVICES AGREEMENT

This Services Agreement (the “Agreement”), effective as of Protege’s Membership Start Date (the “Effective Date”), is between Mentor DMD, LLC a Pennsylvania limited liability company (“Company”) and [name of dental professional], a dentist holding a valid dental license in at least one U.S. state (“Dental Professional”).

BACKGROUND

Company provides to dental professionals training and educational assistance, through a web portal owned and controlled by Company.  Dental Professional desires to enter into this Agreement and use the Services, as described below. 

TERMS

In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.  Defined terms used in this Agreement and not defined in the body of the Agreement have the meanings ascribed to those terms in Section 13.16 “Definitions.”
2. Services.
   1. Access and Use. Subject to and conditioned on Dental Professional’s compliance with the terms and conditions of this Agreement, Company hereby grants Dental Professional the right to access and use the Services during the Term, solely in accordance with the terms and conditions herein. Such use is limited to Dental Professional’s internal use. 
   2. Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties, Company has and will retain sole control over the operation, provision, maintenance, and management of the Company Materials and Dental Professional has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Dental Professional Systems.
   3. Reservation of Rights. Nothing in this Agreement grants to Dental Professional any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, or Company Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, and the Company Materials are and will remain with Company.
   4. Suspension or Termination of Services. Company may, directly or indirectly, suspend, terminate, or otherwise deny Dental Professional’s or any other person’s access to or use of all or any part of the Services or Company Materials, without incurring any resulting obligation or liability, if: (a) Company receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Company to do so; or (b) Company believes, in its good faith and sole discretion, that Dental Professional has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Company Materials; or (c) this Agreement expires or is terminated. This Section 2.4 does not limit any of Company’s other rights or remedies, whether at law, in equity, or under this Agreement.
3. Use Restrictions. Dental Professional may not, and may not permit any other person to, access or use the Services or Company Materials except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, Dental Professional may not, except as this Agreement expressly permits:
   1. copy, modify, or create derivative works or improvements of the Services or Company Materials;
   2. bypass or breach any security device or protection used by the Services or Company Materials;
   3. input, upload, transmit, or otherwise provide to or through the Services or Company Systems, any (i) Personal Information, (ii) information or materials that are unlawful or injurious, or (iii) information or materials that contain, transmit, or activate any Harmful Code;
   4. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Company Systems, or Company’s provision of services to any third party, in whole or in part;
   5. access or use the Services or Company Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law; or
   6. otherwise access or use the Services or Company Materials beyond the scope of the authorization granted under this Section 3. 
4. Dental Professional Obligations.
   1. Dental Professional Systems and Cooperation. Dental Professional will at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Company Materials all Dental Professional Systems on or through which the Services are accessed or used; and (b) provide all cooperation and assistance as Company may reasonably request to enable Company to perform its obligations under and in connection with this Agreement.
   2. Corrective Action and Notice. If Dental Professional becomes aware of any actual or threatened activity prohibited by 3, Dental Professional must immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Company Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Company of any such actual or threatened activity. 
5. Security. 
   1. Information Security; Data Breach. Company will employ security measures in accordance with Company’s data privacy and security policy as amended from time to time.  Company maintains a data breach plan and will implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan).
   2. Dental Professional Control and Responsibility. Dental Professional has and will retain sole responsibility for: (a) all Dental Professional Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Dental Professional in connection with the Services; and (c) Dental Professional’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Dental Professional or through the use of third-party services (“Dental Professional Systems”).
   3. Access and Security. Dental Professional will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Services and control the content and use of Dental Professional Data, including the uploading or other provision of Dental Professional Data.
6. Fees and Payment.  Dental Professional will pay Company the fees set forth in Exhibit A (“Fees”) in accordance with this 6. All Fees and other amounts payable by Dental Professional under this Agreement are exclusive of taxes and similar assessments. 
7. Confidentiality.
   1. Confidential Information. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to 7.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing: all Company Materials are the Confidential Information of Company and the terms of this Agreement are the Confidential Information of Company.
   2. Exclusions. Confidential Information does not include information that: (a) was known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
   3. Protection of Confidential Information. 
      1. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party will during the Term and for a period of five years after conclusion of the Term not disclose or permit access to Confidential Information other than to its Representatives who need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement.
      2. The Receiving Party’s obligations under this 7 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
8. Intellectual Property Rights.
   1. Company Materials. All right, title, and interest in and to the Company Materials, including all Intellectual Property Rights therein, are and will remain with Company. Dental Professional has no right, license, or authorization with respect to any of the Company Materials except as expressly set forth in 2.1. All other rights in and to the Company Materials are expressly reserved by Company. In furtherance of the foregoing, Dental Professional hereby unconditionally and irrevocably grants to Company an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
   2. Dental Professional Data. As between Dental Professional and Company, Dental Professional is and will remain the sole and exclusive owner of all right, title, and interest in and to all Dental Professional Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in 8.3.
   3. Consent to Use Dental Professional Data. Dental Professional grants to Company a world-wide, non-exclusive, royalty-free license to aggregate or compile the Dental Professional Data with other data, including the Dental Professional data of other Subscription Services Dental Professionals and data obtained from third parties, so long as such aggregation or compilation omits any data that would enable (i) the identification of Dental Professional, Dental Professional’s Dental Professionals, any individual, any company or any organization, or (ii) the attribution of Dental Professional or Dental Professional’s Dental Professionals as the source of such data (the “Compiled Benchmark Data”). Dental Professional grants Company a worldwide, perpetual, royalty-free license to use, modify and distribute Compiled Benchmark Data and to create derivative works based on Compiled Benchmark Data, including all reports, statistics, analyses or benchmarks created or derived therefrom.  Dental Professional hereby irrevocably grants all such rights and permissions in or relating to Dental Professional Data as are necessary or useful to Company to enforce this Agreement and exercise Company’s rights and perform Company’s obligations hereunder.
9. Representations and Warranties; Acknowledgements. 
   1. Company Representations, Warranties, and Covenants. Company represents, warrants, and covenants to Dental Professional that Company will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.
   2. Dental Professional Representations, Warranties, Covenants. Dental Professional represents, warrants, and covenants to Company that: 
      1. Dental Professional owns or otherwise has and will have the necessary rights and consents in and relating to the Dental Professional Data so that, as received by Company, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.
      2. Dental Professional will at all times be fully licensed to engage in a dentistry practice in each jurisdiction in which he or she provides services, without restriction or subject to any disciplinary or corrective action and possesses valid, current professional practice licenses and, where applicable, appropriate and unrestricted narcotics and controlled substances certifications and permissions.
   3. Dental Professional Acknowledgement.  Dental Professional acknowledges that the Services provide education and information to those engaged in the practice of dentistry and that at all times responsibility for delivering care to patients resides with Dental Professional.  Dental Professional will not at any time provide or allow Company access to patient Personal Information of any of Dental Professional’s patients.
   4. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN 9.1 AND SECTION 9.2, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS.” PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET DENTAL PROFESSIONAL’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 
10. Indemnification.
    1. Company Indemnification. Company indemnifies, defends, and holds harmless Dental Professional from and against any and all Losses incurred by Dental Professional resulting from any action by a third party not affiliated with Dental Professional alleging that Dental Professional’s use of the Services (excluding Dental Professional Data) in accordance with this Agreement (including the Company Materials) infringes or misappropriates such third party’s US Intellectual Property Rights. 
    2. Dental Professional Indemnification. Dental Professional indemnifies, defends, and holds harmless Company and its officers, directors and employees (each, a “Company Indemnitee”) from and against any and all Losses incurred by such Company Indemnitee resulting from any action by a third party not affiliated with Company that arise out of or result from, or are alleged to arise out of or result from (i) Dental Professional Data; (ii) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Dental Professional, including Company’s compliance with any specifications or directions provided by or on behalf of Dental Professional  to the extent prepared without any contribution by Company; or (iii) negligence or more culpable act or omission (including recklessness or willful misconduct) by Dental Professional or any third party on behalf of Dental Professional, in connection with this Agreement. 
    3. Mitigation. If any of the Services or Company Materials are, or in Company’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Dental Professional’s use of the Services or Company Materials is enjoined or threatened to be enjoined, Company may, at its option and sole cost and expense: 
       1. obtain the right for Dental Professional to continue to use the Services and Company Materials substantially as contemplated by this Agreement; 
       2. modify or replace the Services and Company Materials, in whole or in part, to seek to make the Services and Company Materials (as so modified or replaced) non-infringing, while providing substantially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Company Materials, as applicable, under this Agreement; or 
       3. by written notice to Dental Professional, terminate this Agreement and require Dental Professional to immediately cease any use of the Services and Company Materials.
    4. Sole Remedy. THIS SECTION 10 SETS FORTH DENTAL PROFESSIONAL’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 
11. Limitations of Liability.
    1. EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 
12. Termination.  Either party may terminate this Agreement, effective on written notice to the other party,(i) effective upon the sending of such notice if the other party materially breaches this Agreement; or (ii) effective 30 days after the sending of the notice.  This Agreement will also terminate if Dental Professional ceases monthly payments.
13. Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
    1. all rights, licenses, consents, and authorizations granted by Company hereunder will immediately terminate;
    2. Dental Professional must immediately cease all use of any Services or Company Materials and (i) promptly return to Company, or at Company’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Company Materials or Company’s Confidential Information; and (ii) permanently erase all Company Materials and Company’s Confidential Information from all systems Dental Professional directly or indirectly controls; and (iii) certify to Company in a signed written instrument that it has complied with the requirements of this Section 12.4(c); and
    3. Company may disable all Dental Professional access to the Company Materials;
    4. if Dental Professional requests in writing at least 60 days prior to the effective date of expiration or termination, Company will, within 60 days following such expiration or termination, deliver to Dental Professional the then most recent version of Dental Professional Data maintained by Company, provided that Dental Professional has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination.
    5. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: 3, 7, 9.4, 10, 11, 13, this 13(v), and 14.
14. Miscellaneous.
    1. Public Use. Company may include Dental Professional’s name and other indicia in its lists of Company’s current or former customers of Company in promotional and marketing materials.
    2. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
    3. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 
    4. Assignment. Dental Professional may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Company’s prior written consent.  No assignment, delegation, or transfer will relieve Dental Professional of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13.4 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
    5. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    6. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    7. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    8. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Pennsylvania. 
    9. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
    10. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by each party of any of its obligations under 7 or, in the case of Dental Professional, 3, 4.2, or 5.2, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    11. Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its attorneys’ fees and court costs from the non-prevailing party.
    12. Definitions.  The following terms have the following meanings:

“Company Materials” means the Services and Company Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Company in connection with the Services or otherwise comprise or relate to the Services or Company Systems. Company Materials include Resultant Data and any information, data, or other content derived from Company’s monitoring of Dental Professional’s access to or use of the Services, but do not include Dental Professional Data.

“Company Systems” means the information technology infrastructure used by or on behalf of Company in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Company or through the use of third-party services.

“Dental Professional Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Dental Professional by or through the Services.  Dental Professional Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Dental Professional.

“Dental Professional Systems” means the Dental Professional’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Dental Professional or through the use of third-party services.

“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Dental Professional from accessing or using the Services or Company Systems as intended by this Agreement.  

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Law” means any statute, law, ordinance, regulation, rule, code, order, common law, judgment, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. 

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Personal Information” means information that Dental Professional provides or for which Dental Professional provides access to Company that: (i) directly or indirectly identifies an individual; or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers), in case of both subclauses (i) and (ii), including (A) Social Security number, driver’s license number, or state-issued identification number; (B) financial account number, credit report information, or credit, debit, or other payment cardholder information, with or without any required security or access code, personal identification number, or password that permits access to the individual’s financial account; or (C) biometric, genetic, health, or health insurance data.

“Company Materials” means the Services and Company Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Company in connection with the Services or otherwise comprise or relate to the Services or Company Systems. Company Materials include Resultant Data and any information, data, or other content derived from Company’s monitoring of Dental Professional’s access to or use of the Services, but do not include Dental Professional Data.

“Company Systems” means the information technology infrastructure used by or on behalf of Company in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Company or through the use of third-party services.

“Qualified Practitioner” means a dentist or a professional working at the direction of a dentist that satisfies the qualifications criteria set forth in Section 9.2(b) of this Agreement.

“Representatives” means, with respect to a party, that party’s employees, officers, directors and legal advisors. 

“Resultant Data” means data and information related to Dental Professional’s use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

“Services” means the dental training and educational programs described herein.

EXHIBIT A

FEES: Fees are $99/month after your initial free trial period.