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
- 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
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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|
|Viz Intraoral Scanner||12 months after effective date|
|All Other Hardware, including refurbished equipment||90 days after effective date|
- 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
- THE FOREGOING LIMITED WARRANTY IS MASTERLINK’S SOLE WARRANTY AND IS APPLICABLE ONLY TO PRODUCTS SOLD AS NEW. THE REMEDIES PROVIDED HEREIN ARE IN LIEU OF ALL OTHER REMEDIES AND WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL MASTERLINK BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ACCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, OR ANY FINANCIAL LOSS, LOST PROFITS, OR EXPENSES, OR LOST DATA ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE, USE OR PERFORMANCE ON NON-PERFORMANCE OF THE PRODUCT, EVEN IF MASTERLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE DECISION OF MASTERLINK SHALL BE FINAL AND BINDING WITH REGARD TO THE CONDITION OF RETURN PRODUCT AND ELIGIBILITY OF REPAIR OR REPLACEMENT.
- 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.
- 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.
- 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.
- 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.
- 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.
- SensorCareTM Protection Plan Terms
- The following terms and conditions, which constitute a service agreement, are between purchasers (“You”, “Your”) of the SensorCare Protection Plan (“Plan”, “SCP”) and Masterlink. To initiate payment for and learn more about Plan coverage, contact Masterlink by mail at 24654 N. Lake Pleasant Pkwy, Suite 103-501, Peoria, AZ 85383, USA, phone at (800) 869-0915, fax at (877) 746-8905, website at http://www.dentalsensors.com, or email at [email protected]
- COVERAGE: The SensorCare Protection Plan is for damaged or malfunctioning hardware not covered under the limited 24-month manufacture warranty. At the discretion of Masterlink, a new replacement Apex Dental Sensor shall be provided at 50% off the current retail price if the covered equipment is deemed not repairable. (Not Valid on discounted or promotional pricing). If a repair is made, the cost for the repair is to be paid by the customer. This Plan is not an insurance program, Coverage is only available in the US and Canada, and includes:
- Apex Dental Sensor replacement at 50% off the current retail price (Not Valid on discounted or promotional pricing)
- Phone support & repairs M-F 8am-5pm MT
- All freight charges
- Drop damage coverage
- Cracked casing
- Bent or broken contacts
- Next Day no-charge rental equipment
- Automatic renewal to avoid lapse in coverage
- Covers up to (10) Dental Sensors per office/location
- NO-CHARGE RENTAL EQUIPMENT: Once repairs are authorized by Masterlink, a rental agreement will be forwarded to you for completion. Once completed and received by 1pm Mountain Time by Masterlink, rental equipment will be shipped same-day to you via Next Day Air. Delivery time for customers located in Canada may take up to a week or more due to customs. Agreements received later than 1pm will be processed and shipped the next business day. You must return all no-charge rental equipment within two business days of receiving your equipment from Masterlink or be subject to charges defined in the rental agreement.
- DIAGNOSTIC INSPECTION REQUIREMENT: All equipment older than one year (from the purchase date) and not previously covered under the Plan must receive a diagnostic inspection (re-verification) at your expense before coverage is extended. Any equipment re-verified within 30 days of requested coverage will not require re-verification.
- TERM: Coverage is available for a one-year term effective the date Masterlink receives payment for Plan coverage.
- PLAN RENEWAL/CANCELLATION: The Plan will automatically renew each year at the sole discretion of Masterlink. You must notify Masterlink in writing at least (30) days in advance of the Plan renewal date if you desire to cancel coverage under the Plan. If Plan is canceled within (30) days from time of purchase, a full refund will be issued. After (30) days from the time of purchase, all payments for coverage are non-refundable. You are responsible to ensure Masterlink receives timely payment for coverage. You accept full responsibility for any lapses in coverage under this Plan, including costs required to re-verify your equipment before coverage may resume. Masterlink may initiate Plan payments up to (30) days before your equipment’s coverage renewal date. You agree to be notified by Masterlink concerning the Plan.
- PLAN AMENDABILITY: This Plan may not be modified by any party except in writing by Masterlink, LLC.
- LIMITATIONS OF COVERAGE: Coverage applies only for the Apex Dental X-Rays Sensors. Coverage is excluded for unauthorized alterations to equipment and repair or replacement due to damage caused in whole or in part by vandalism, theft, rust, corrosion, animal or insect infestation, or acts of nature.
- LIMITATION OF LIABILITY: IN NO EVENT SHALL MASTERLINK AND ITS AGENTS, CONTRACTORS, OR LICENSEES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOST PROFITS, LOSS OF DATA, LOST TIME, LOSS OF EQUIPMENT USE, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES RESULTING FROM THE BREAKDOWN OR FAILURE OF EQUIPMENT, DELAYS IN SERVICING, OR THE INABILITY TO SERVICE EQUIPMENT, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- TRANSFERABILITY: This Plan may only be transferred once, and only at the discretion of Masterlink. A transfer fee of $50 and a written request must be submitted to Masterlink within fifteen (15) days of the transfer of ownership.
- LEGAL JURISDICTION FOR DISPUTES; VENUE: This Plan and all agreements between you and Masterlink shall be governed by and construed, unless otherwise stated, according to the laws of the State of Arizona, USA, without reference to its choice of law principles. Any disputes shall be adjudicated in the federal and state courts located in the State of Arizona.
BY PROVIDING PAYMENT FOR THIS PLAN, YOU AGREE TO BE LEGALLY BOUND BY THE ABOVE TERMS AND CONDITIONS. COVERAGE BEGINS WHEN PAYMENT IS RECEIVED. ALL PAYMENTS FOR COVERAGE ARE NON-REFUNDABLE AFTER (30) DAYS FROM TIME OF PURCHASE.