This End-User License Agreement (“EULA“) is a legal agreement between you (“you” or “your”) and Zfx GmbH (collectively, “Zfx,” “we,” “us,” or “our”), a member company within the Zimmer Biomet Group.
This EULA governs your access to and use of our Encode Converter Tool and any user manuals, technical manuals, or materials provided by us, in printed, electronic, or other form, that describe the Encode Converter Tool or its use or specifications, that are provided or otherwise made available to you (the “Documentation”) (collectively, “Software“). WE PROVIDE THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, WE WILL NOT AND DO NOT LICENSE THE SOFTWARE TO YOU, AND YOU MUST NOT ACCESS OR USE THE SOFTWARE OR DOCUMENTATION.
Please read this EULA carefully before using the Software. It provides a license to use the Software and contains, among other things, important use restrictions, warranty information, and liability disclaimers that affect your rights and responsibilities.
By clicking “accept”, you: (1) are confirming your acceptance of the Software and agreement to be bound by the terms of this EULA; and (2) you represent and warrant that you are 18 years of age or older.
If you are entering into this EULA on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA, do not do not accept this EULA and do not download, install or use the Software. This EULA shall apply only to the Software supplied by Zfx herewith regardless of whether other software is referred to or described herein. The EULA also applies to any Zfx updates, supplements, bug fixes, Internet-based services, and support services for the Software (if applicable), unless other terms accompany those items on delivery. If so, those terms apply and shall govern and control over this EULA in the event of a conflict.
- Grant of License
Subject to the terms and conditions of this EULA, Zfx hereby grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to use the Software, including, without limitation, the embedded software (including without limitation, software, code, files, restoration designs, and images, contained in or generated by the Software, accompanying data, Boot ROM code and other embedded software), updates, Documentation and any accompanying fonts, whether in read-only memory, on any other media or in any other form, during the Term (as defined below) for the sole purpose of decoding Encode scans to design and purchase genuine Zfx Gentech Restorations from Zfx. If You do not intend to purchase genuine Zfx Gentech Restorations, Your downloading or use of the Software is strictly prohibited.
Any other use of the Encode Converter Tool is strictly prohibited and will result in automatic termination of this EULA and disabling of the Software, without limiting any other rights or remedies available to Zfx under this EULA or at law.
For the avoidance of doubt, You agree to purchase only genuine Zfx Gentech Restorations corresponding to the resulting restoration designs created by the use of the Software.
You acknowledge that Zfx and its Affiliates are the owners of intellectual property rights in the Software and in the workflows and technology related thereto that may include one or more of the following patents, patent applications or patent families: U.S. Patent Nos. 10,022,916; 9,801,533; 9,795,288; 9,108,361; 8,998,614; 8,758,015; 8,690,574; 8,612,037; 8,353,703; 8,257,083; 8,185,224; 8,011,925; 7,988,449; 7,661,956; 7,425,131; 6,790,040; and 6,558,162; non-U.S.: EP1906862B1; ES2314016T3; EP1310217B1; DE60229481D1; BR0204636B1; BR0204636B8; EP2244655B1; JP5021660B2; EP1940310B1; AU2006306462B2; CA2626901C; IL190541A; IL227745A; JP2003524481A; ES2270878T3; DE60030465T2; EP1229853B1; BR0015412B1; JP4658167B2. You are granted a license to the above listed intellectual property rights solely for use with GenTek genuine restorative components and digital workflows and for no other purpose. This EULA does not grant You any rights to use the Software, or any other Zfx proprietary interfaces and other Zfx intellectual property in or for any other purpose other than as expressly set forth herein, including, without limitation, the design, development, manufacture, licensing, or distribution of third party devices, accessories or restorations.
- Description of the Service
The Software enables you to decode Encode and retrieve the STL files from Encode so that You may design a genuine Zfx Gentech restoration.
The Software is not designed for medical emergencies, or for the transfer of medical information. Do not use this SOFTWARE for adverse event reporting. If you are a dentist, clinician, or physician, follow the regulations required by your country’s regulations with respect to adverse event reporting.
THE SOFTWARE SHOULD NOT BE USED TO TRANSFER CONFIDENTIAL HEALTHCARE INFORMATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PATIENT-SPECIFIC INFORMATION, SUCH AS PATIENT NAMES, BIRTH DATES, OR RELATED INFO, SHALL NOT BE TRANSFERRED THROUGH THE SOFTWARE OR OTHERWISE MADE AVAILABLE TO ZFX.
- Additional Terms of Use
The Software may be used only during the Term and only in accordance with the terms herein. By using the Software, you agree to these conditions. Your right to use the Software is conditioned upon Your agreement to these conditions.
You are required to register as a user and sign up for an account before downloading and commencing use of the Software. When creating an account, You are responsible for the use as well as misuse of the Software through Your account. If You use this account in an inappropriate manner, Zfx reserves the right to terminate the account and Your access to the Software with immediate effect. Inappropriate use includes but is not limited to the following:
– Making duplicate copies of the content of the Software across several accounts;
– Attempting to gain access to accounts of other users;
– Attempting to infiltrate the Software by any means, including viruses, malicious codes, scripts, etc.;
– Inflicting a large load on the Software’s infrastructure;
– Committing an Illegal act in connection with the Software;
– Signing up for many accounts to carry out inappropriate use;
– Interfering with the proper workings of the Software;
- Using any of the Software except as expressly set forth in this EULA;
- Copying, modifying, translating, adapting, or otherwise creating derivative works or improvements, whether or not patentable, of the Software or any part thereof;
- Renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise providing any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including, without limitation, any subcontractor, independent contractor, affiliate, or service provider, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service; For avoidance of doubt, you may not show, provide access to, or otherwise make available any restoration designs or other output of the Software to any third party.
- removing, deleting, altering, or obscuring any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software, including any copy thereof; and/or
using the Software for purposes of competitive analysis, the development of a competing software product or service, or any other purpose that is to Zfx’s commercial disadvantage.
You are solely responsible for the truth and accuracy of Your personal profile entered to Your account and for keeping Your passwords confidential. If You become aware of any unauthorized use of Your password, You are responsible for changing Your password. Moreover, as between the parties hereto, you are solely responsible and liable for all uses of the Software accessed through your account.
It is expressly prohibited to upload or to make available in any other manner any content which
– violates applicable laws;
– infringes upon the copyright, trademark, patent, competitive, or intellectual property rights of others; and
– contains viruses, Trojan horses, worms other malicious software which may damage, render useless, delete an automated work or data, or which may otherwise harm the computer systems of Zfx or any other users.
In addition to the other restrictions set forth herein, you understand and agree that you:
– shall comply with all applicable laws, particularly legislation intended to protect minors and statutory provisions designed to protect intellectual property and personal rights in general. The use of copyrighted works without the express permission of the copyright holder or the holder of the usage rights is prohibited.
– may not infringe upon the copyright, trademark, patent, trade secret, or other intellectual property rights of others;
– may not use the Software to incite or participate in criminal acts. Likewise, instructions for the committing of criminal acts may not be expressed or published in any form or manner.
– may not disseminate content which is harassing, defamatory, obscene, racist, glorifying of violence, discriminatory, pornographic or threatening.
– may not use the Software for purposes of commercial advertising.
– may not use the Software to engage in hacking or the spread of viruses. The services offered may not be modified in any way. Any interference or attempt to interfere with the Software or other Zfx system is expressly prohibited and may result in civil and criminal penalties.
– may not abuse the Software’s resources. They must refrain from anything that uses an inordinate amount of storage capacity or which could negatively impact transfer speeds or any other aspect of the services offered.
– may use the Software only as permitted by this EULA and any applicable laws.
- Deletion of Account
If you want to delete your profile, you can do so by contacting us at admin.Zfx.com .
- Disclaimer of Liability
You expressly understand and agree that:
- IN NO EVENT WILL Zfx OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, INABILITY TO USE, OR RESULTS AND PROCEEEDS OF THE SOFTWARE.
– Your use of the Software is at Your risk. You guarantee to Zfx that You are entitled to make use of the Software and that You will act in accordance with this EULA. You are responsible for the activities performed by Your use of the Software. Zfx accepts no responsibility or liability for Your use of the Software.
– Your use of the Software is at Your sole risk. The Software is provided on an “as in,” “as is,” and “as available” basis, with all faults and defects without warranty of any kind. To the maximum content permitted by law, Zfx expressly disclaims all representations, warranties, guarantees, and conditions of any kind, including, without limitation, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
– Without limiting the generality of the foregoing, Zfx does not warrant that the Software will meet Your requirements, the Software will be uninterrupted, timely, secure, or error-free, the result that may be obtained from the use of the Software will be accurate or reliable, the quality of any services, products, information will meet Your expectations, or that any errors in the Software will be corrected.
– Any material downloaded using the Software is done at Your own discretion and risk and that You will be solely responsible for any damage to Your computer system or other device or loss of data that results from the download of any such material.
– No advice or information, whether oral or written obtained by You from Zfx shall create any warranty not expressly stated in the terms.
– THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH HEREIN ARE AN ESSENTIAL PART OF THE BARGAIN BETWEEN YOU AND ZFX UNDER THIS EULA. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON THE LENGTH OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Zfx disavows and disclaims all content that you input into and/or extract from the Software. You, as the user, are solely responsible for the files You input into and extract from the Software. Zfx does not assume any liability for any of the content that you input into or extract from the Software, including, without limitation, any restoration designs. Such content is the sole responsibility of those users who input or extract that content. Without limiting the generality of the foregoing, Zfx assumes no liability for quality of the content available on its Software, or that it is accurate, or up to date, nor for consequential damages caused by the content.
- Limitation of liability; Indemnification
- Limitations of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZFX SHALL NOT BE LIABLE TO YOU FOR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: THE USE OF OR INABILITY TO USE THE SOFTWARE, LOSS OR CORRUPTION OF DATA, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, SYSTEM INCOMPATIBILITY, UNAUTHORIZED ACCESS TO OR ALTERNATION OF ANY THIRD PARTY CONTENT ON THE SOFTWARE OR ANY OTHER MATTER RELATING TO THE SOFTWARE, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS EULA, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ZFX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL APPLY EVEN IF THE REMEDIES UNDER THIS EULA FAIL OF THEIR ESSENTIAL PURPOSE.
THE ONLY ACTION THAT YOU CAN TAKE – IF YOU THINK THAT YOU HAVE SUFFERED DAMAGE – IS TO DISCONTINUE THE USE OF THE SOFTWARE.
Nothing in this EULA is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited.
- Indemnification
You agree to indemnify, defend, and hold harmless us, our affiliates, our subsidiaries, and each of our and their respective shareholders, members, managers, directors, officers, employees, personnel, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, demands, actions, causes of action, lawsuits, investigations and proceedings (including any and all liability, damages, costs, expenses (including reasonable attorneys’ fees), settlements, fines, penalties and losses of any kind or nature whatsoever resulting from any of the foregoing) arising out of or in connection with: (a) your violation of this EULA; (b) your use of the Software; or (c) your violation of applicable law. This indemnification obligation will continue even if you stop using the Software and/or this EULA terminates.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you at your expense, and you shall not in any event settle or otherwise dispose of any matter without our prior written consent.
- Accessibility of the Software; Security Measures
We make no guarantees or assurances that the Software can be accessed at any time and without any interruptions or failures. Unrestricted access to the Software is not guaranteed. Zfx is not liable for damages if the Software cannot be used or accessed temporarily or permanently or if information is lost or damaged. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. Zfx will monitor use of the Software.
- Access to and Suspension of the Software
Zfx reserves the right at any time and without notice, in its sole and absolute discretion, to suspend or terminate your access to and use of the Software, including, without limitation, by blocking access to and/or deleting your account, with or without cause, including, without limitation, if:
– we know or suspect that you have violated the terms of use or other obligations as set forth in this EULA.
– your use of the Software could pose a threat to or liability of third parties or Zfx.
– You misuse the Software, especially by allowing several users to share one account. Each account is made available solely for personal use and may not be shared with other users and or used from different IP addresses.
- IP Ownership; Confidentiality
Except as expressly set forth herein, neither title nor any intellectual property rights are transmitted to You, but rather remain with Zfx or its respective licensors, who, as between the parties, own full and complete right, title and interest in and to the Software, and all intellectual property rights arising out of or relating to the Software. Zfx reserves all rights not expressly granted to You. You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this EULA, or any other rights to the Software other than to use the Software in accordance with the license granted under this EULA, subject to all terms, conditions, and restrictions. You shall use commercially reasonable efforts to safeguard all Software from infringement, misappropriation, theft, misuse, or unauthorized access.
If You convey, send, communicate, provide or otherwise make available any ideas, feedback, comments, or suggestions (“Feedback”) relating to the Software, Zfx or its business, then You hereby grant Zfx a royalty-free, fully-paid up, worldwide, transferable, sublicenseable, irrevocable license to use such Feedback for any or no reason. You understand and agree that Zfx is permitted to utilize such Feedback without compensating You.
From time to time during the Term, Zfx may disclose or make available to you information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential”, including, without limitation, the Software and any Documentation relating thereto (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure, you can demonstrate by documentary records is: a) was rightfully known by you without restriction on use or disclosure prior to such information being disclosed or made available to you in connection with this EULA; (b) was or becomes generally known by the public other than by your noncompliance with this EULA; (c) was or is received by you on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that you shall first have given written notice to Zfx made a reasonable effort to obtain a protective order; or (ii) to establish your rights under this EULA, including to make required court filings.
As a condition to being provided with any disclosure of or access to Confidential Information, you shall, during and after the Term, (a) not access or use Confidential Information other than as necessary to exercise your rights or perform your obligations under and in accordance with this EULA; (b) except as may be permitted herein, not disclose or permit access to Confidential Information other than to its agents or legal advisors who: (i) need to know such Confidential Information for purposes of your exercise of your rights or performance of your obligations under and in accordance with this EULA; (ii) have been informed of the confidential nature of the Confidential Information and your obligations under this Section 10; and (iii) are bound by confidentiality obligations at least as protective of the Confidential Information as the terms set forth in this Section 10; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least a reasonable degree of care; and (d) promptly notify Zfx of any unauthorized use or disclosure of Confidential Information and fully cooperate with Zfx to prevent further unauthorized use or disclosure.
Notwithstanding the foregoing confidentiality and nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), neither party nor its employees or representatives shall be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
- Changes in the Software and Terms
The Tool provided is constantly being improved upon and modified. Functionality and features of the Tool may be added or removed at any time, and the Tool may be suspended or stopped entirely at any time, with or without notice.
The EULA may be modified at any time. Each revision will be posted on the Zfx Converter Software.
- Termination
This EULA (including, without limitation, the license granted hereunder) shall remain in effect until terminated as set forth herein (the “Term”).
You may terminate this EULA (and, therefore, your ability to access and use the Software) at any time upon written notice to Zfx at www.zfx-dental.com.
This EULA and Your right to use the Software will also terminate immediately if You fail to comply with any term of this EULA.
In addition, Zfx may terminate this EULA, effective immediately, if you file, or have filed against you, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, make or seek to make a general assignment for the benefit of your creditors or apply for, or consent to, the appointment of a trustee, receiver, or custodian for a substantial part of your property.
Upon termination of this EULA for any reason, the licenses granted by this EULA will immediately terminate and You agree to stop all access to and use of the Software and any copies thereof. In addition, You shall return to Zfx, or if Zfx requests, destroy, all Software (including any Documentation) or other materials that include Zfx’s confidential or proprietary information.
Notwithstanding any termination of this EULA, the provisions in this EULA that by their nature continue and survive will survive any termination of this EULA, including, without limitation, Sections 6, 7, 10, 12, and 13.
- Applicable Law; Miscellaneous
This EULA is governed by and construed in accordance with the internal laws of the State of Indiana, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of Indiana. Any legal suit, action, or proceeding arising out of or relating to this EULA or the transactions contemplated hereby shall be instituted in the federal or state courts located in Indiana, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts in any such legal suit, action, or proceeding.
The Software may be subject to U.S. export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses provided by the respective parties from time to time.
Should one or more provisions of this EULA be or become invalid, illegal, or unenforceable, the validity of the remaining provisions shall not be affected. The fully or partially invalid provision or agreement shall be replaced by a provision that fulfills the business purpose of the invalid provision.
This EULA constitutes the sole and entire agreement between you and Zfx with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of its obligations or performance, under this EULA, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Zfx‘s prior written consent. Any purported assignment, delegation, or transfer in violation of this paragraph is void. Zfx may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this EULA without your consent. Subject to the foregoing, this EULA is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. This EULA 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 shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this EULA.
This EULA may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this EULA shall operate or be construed as a waiver thereof; nor shall 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.
The headings in this EULA are for reference only and do not affect the interpretation of this EULA.
Last changed: December 2019