The latest End User License Agreement (EULA)
(*Updated July 2023.)
This End User Software License Agreement (“Agreement”) is made and entered into between Anatomage Inc. (“Anatomage”), Osteoid Inc (“Osteoid”, a wholly-owned subsidiary of Anatomage) and the Customer (“Licensee”). The Agreement sets forth all rights and obligations for both Licensee, Anatomage, and Osteoid, and governs the Licensee’s use of all Software Products installed or provided by Anatomage and Osteoid. By paying the applicable license fee(s), or by downloading, installing or using the Software, the Licensee agrees that this Agreement shall be enforceable against the Licensee in the same manner as a written, negotiated contract signed by the Licensee. If the Licensee does not agree to the terms of this Agreement, the Licensee is not authorized and may not download, install or use any Anatomage or Osteoid software products.
- Essential Definitions
- “Software” is InvivoDental, Invivo Desktop, Invivo Software, TxStudio, InvivoLight, InvivoLite, Invivo Workspace Webviewer, or any other Anatomage or Osteoid proprietary software. It includes the specific program and the associated licensed software modules, subsequent extensions, updates, patches and associated documentation for internal company operation, as well as the associated manuals and software documentation. “Software” may refer to any Anatomage or Osteoid software component which is installed on your computing environment, or software provided as a service (SaaS).
- Perpetual Payment Model: The Licensee acquires the right of use of the respective major release of the Software in accordance with this License Agreement by paying a one-off fee.
- Subscription Payment Model: The Licensee acquires the right to use the respective major release of the Software in accordance with this License Agreement for a fixed period of time, the so-called Subscription Term. The licensor charges a subscription fee per subscription term.
- Intended Use. Licensee agrees that they are a certified doctor, medical professional, or an expert qualified to use this medical device for the intended purpose. The intended use of the device can be found in the ‘About’ dialog of the Software (“Label”) and/or the Instructions for Use.
- License Term. Subject to the terms and conditions of this Agreement, Osteoid hereby grants to Licensee nonexclusive, nontransferable, permission to access and use the Software for Licensee’s internal business purposes. The term of this Agreement and of the licenses granted herein will immediately terminate without notice if Licensee breaches any of the provisions set forth in this Agreement. Additionally, this License Agreement and with it the right of use shall terminate if the respective Software version has reached its End-of-Life. Upon termination of this Agreement for any reason: (a) all licenses granted herein will immediately terminate, (b) Licensee will immediately cease all use of the Software and will remove (and destroy) any and all copies of the Software from Licensee’s computers, and certify in writing to Osteoid as to such removal and destruction; and (c) this sentence and Sections 6-15 will survive such termination.
- Technical Support. Licensee agrees that Osteoid will provide technical support to only those customers who have signed Osteoid's Software Maintenance and Support Agreements. The initial purchase may include limited maintenance and support. Technical support does not include reviewing cases, helping cases, performing a workup, or creating material as an extra charge may apply to perform those tasks.
- Training. Initial 1 hour on-line training is included with support plan. Additional charges may apply for on-site training or additional trainings.
- Confidential Information. Licensee agrees and acknowledges that during the term of this Agreement, Licensee will have access to the Software and other confidential and proprietary information of Osteoid and Licensee agrees to keep such information confidential including the existence of said financial and contractual arrangements. Licensee gives permission to Osteoid to publicly disclose the existence of this Agreement (e.g. website, marketing materials, etc.) at any time.
- Restrictions. All right, title and interest in and to the Software shall remain the exclusive property of Osteoid . Licensee acknowledges that the Software and its underlying source and object code and algorithms are valuable and proprietary to Osteoid and constitute Osteoid’s trade secrets. Without limiting the foregoing, Licensee agrees that it will not, and will not allow any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas or algorithms of the Software, (b) modify, adapt, translate or create derivative works of the Software, or (c) download, reproduce, copy, market, sell, lease, license, distribute or otherwise transfer or encumber rights to the Software. Furthermore, any machine that can or will access InvivoDental, TxStudio, InvivoLite or any other Osteoid/Anatomage proprietary software needs a license. No user may run unlicensed copies of any Osteoid proprietary software. Osteoid does not permit running InvivoDental, TxStudio, InvivoLite or any other Osteoid software on a virtualization platform and does not provide virtualization support. Osteoid does not permit cloud hosting of any Osteoid proprietary software without a written explicit agreement between Osteoid and the Customer.
- Ownership. Osteoid has and retains full and exclusive right, title and ownership interest in and to the Software and all copyright rights, patent rights, trade secrets, moral rights, rights of publicity, rights of privacy, authors’ rights, contract and licensing rights, trademark and service mark rights, goodwill and all other intellectual property rights as may now exist and/or hereafter come into existence and all renewals and extensions thereof, and all applications and registrations relating thereto, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction (collectively, “Intellectual Property Rights” or “Intellectual Property”) relating to the Software, including any Intellectual Property Rights created in connection with this Agreement.
- Mutual Representations. Each party represents and warrants to the other that: (a) such party has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; and (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
- Disclaimer of Warranties. The Software is cleared for specific intended use. The software does not replace clinician's diagnostic skills or interpretation of the professional clinician using the software. The software is provided as is. The software may not be cleared in all countries/regions. Licensee assumes responsibility of making sure the Software can be used in their respective region according to the respective regulations. Osteoid does not make, and hereby specifically disclaims, any representations or warranties, express or implied, regarding the software, including any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement, and any implied warranties arising from course of dealing or course of performance.
- Indemnification. Licensee will defend and settle at its own expense, and will indemnify Osteoid, its affiliates, successors, assignees, licensees, customers, end users, employees, representatives, consultants and agents for any damages or expenses, including reasonable attorneys fees, resulting from any third party action based on a claim that arises out of: (a) Licensee’s breach of any of its obligations under this Agreement; (b) Licensee’s use of the Software or any of Osteoid’s Intellectual Property except as in accordance with this Agreement; or (c) Licensee’s research, tests, clinical results, or other investigation that is beyond the scope of Licensee’s obligations under this Agreement, including without limitation any claims for personal injury or property damage resulting from Licensee’s use of the Software.
- Assignment. Licensee will not transfer, assign or extend any rights or delegate any obligations under this Agreement to any third party.
- Return Policy. Osteoid software purchased using the Perpetual Model may be returned within 30 days of your purchase. After 30 days, no software license(s) can be returned. Surgical guide purchases and/or any other hardware purchases cannot be refunded. The policy regarding Subscription Model access to the software can be found here: invivoworkspace.com/legal/terms-of-use.
- Medical Advice. Unless explicitly stated otherwise, Osteoid does not give medical advice, nor do we provide medical or diagnostic services. Medical information changes rapidly. Neither we nor our authors guarantee that the content covers all possible uses, directions, precautions, drug interactions, or adverse effects that may be associated with any therapeutic treatments.
- Official Legal Disclaimer for CE-marked content. Osteoid provides certain CE-marked information, models, calculators, equations, and algorithms (tools) on any of its websites, applications, apps or services. These tools may only be used in accordance with the intended use / intended purpose that has been published with the respective CE-marked tool. In general, and unless explicitly stated otherwise, CE-marked tools on Osteoid are only to be used by physicians in a clinical setting and are not for patient use.
The CE-marked content on the platform is to be regarded as a specific set of tools, apart from the general platform content. Any available content, on any of the websites, applications, apps or services provided by Osteoid that is not clearly labeled as a CE-marked tool is explicitly not covered by this disclaimer for CE-marked content, the general Osteoid Disclaimer for non-CE-marked content applies. CE-marked tools may provide limited professional advice to the intended user(s). However, the intended user must exercise their own clinical judgment as to the information these tools provide. Osteoid does not assume any liability or responsibility for damage or injury (including death) to you, other persons or property arising from any misuse of any product, information, idea or instruction contained in the tools provided to you. - Official Legal Disclaimer for non-CE-marked content. Osteoid provides information, models, calculators, equations, and algorithms (tools) intended for educational, training and information purposes. These tools must therefore not be used to support medical decision making, or to provide medical or diagnostic services. Individuals who use the tools do so at their own risk. Individuals with any type of medical condition are specifically cautioned to seek professional medical advice before beginning any sort of health treatment. For medical concerns, including decisions about medications and other treatments, users should always consult their physician or other qualified healthcare professional.
- 3rd Party Content. Software may include content related to 3rd party devices. Examples include, but are not limited to Implant models, Implant accessories, and other data provided by 3rd Osteoid is not responsible or liable for this content. The content may not have regulatory clearance in all countries. The Customer is responsible for checking if the content is cleared in their respective country.
- End of Life Policy. The end of life policy can be found here: invivoworkspace.com/legal/end-of-life-policy
- Final Agreement. This document contains the entire agreement of the parties. There are no other oral or written promises or conditions in any other agreements. This agreement supersedes all previous written or oral agreements between the parties.