CADMUS DENTAL MEMBERSHIP SUBSCRIPTION AGREEMENT AND TERMS OF USE

This Membership Subscription Agreement (“Agreement”), dated as of the Effective Date, governs the use by Customer (“Customer”, “You”, or “Your”) of the services provided by Parsinen Dental Ventures, LLC d/b/a Cadmus Dental (“Cadmus”) in connection with the Cadmus Dental Member Benefits Plan (the “Services”).

1. Cadmus agrees to sell the Products and provide the Services described in each Order, pursuant to the Plan selected, and Customer agrees to pay for the Services and comply with the terms and conditions set forth in this Agreement, and the Terms of Purchase and Use. The Fees for the Services are shown in the Order page on the Cadmus Dental website. Subsequent purchases of Products shall be made only from Cadmus, and shall be subject to the terms and conditions of this Agreement.

2. The Term of Service for the Services is 30 days. The Services may be accessed and used only by the customer completing the Order. Customer will be provided a user name (User ID) and password, which enables the Customer to access the Cadmus Dental Online System and use the Services. Following expiration of the Initial Term, the Term of Service will automatically renew for successive periods of thirty (30) days each unless and until either party gives the other party notice of non-renewal prior to the next scheduled renewal date. Customer may elect Early Termination of the Services solely as permitted in the Terms of Purchase and Use for the Services.

3. Cadmus grants to Customer a limited, non-exclusive, terminable, non-transferable license to access the Online Services through the Cadmus Dental website, or by any other means on which the parties may agree, and to use the Online Services during the Term or Service, subject to the Terms of Purchase and Use located at www.cadmusdental.com, as Cadmus may revise such Terms of Use from time to time.

4. All other terms and conditions that are part of this Agreement shall be as set forth in the Terms of Purchase and Use, and this Agreement (inclusive of the Terms of Purchase and Use), and all Orders completed and approved pursuant to this Agreement, constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof. In the event of a direct conflict between the terms of this Agreement and the terms of the then-current Terms of Use, the terms of the Agreement shall control.

5. Customer represents and warrants that Customer has all necessary authorization to purchase and pay for the Services indicated in each Order.
6. Customer agrees to provide the necessary electric service, wiring, computer equipment and communication line access for access to the Online Services. Customer agrees to provide, install and maintain, at Customer’s expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Cadmus from time to time. Customer shall be responsible for ongoing charges for Customer’s own use of such data communication lines.

7. In addition to the initial Order, the parties may enter into one or more additional Orders, each of which provides a general description of the Services to be provided to Customer. For any Order to be effective, it must be in authenticated by Customer via Cadmus’ website. All terms and conditions set forth in this Agreement are automatically incorporated in, and deemed part of, each such Order.

8. If there is any conflict between the terms of an Order Form and the terms of this SAAS Subscription Agreement or the Terms of Purchase and Use, then the terms of the Order Form shall control. Each Order Form, as supplemented by the terms of this SAAS Subscription Agreement and the Terms of Purchase and Use, constitutes an entire and separate agreement between the parties regarding the Products and SAAS Services covered by that Order Form, and supersedes any other prior oral or written understandings and agreements of the parties regarding the Products and SAAS Services covered by that Order Form. Any provisions contained in Customer’s own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this Subscription Agreement, including the applicable Order Form.

BY CLICKING “SIGN UP NOW” CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS CADMUS DENTAL SUBSCRIPTION AGREEMENT.

Description of Services

(1) Production Equipment. Customer has access to Cadmus production equipment. Cadmus will use its production equipment to manufacture dental devices within its capability for Customer from digital or physical impressions.
(2) Co-op Buying Discounts. Cadmus has obtained, through its own efforts, discounts from vendors which will be passed on to Customer.
(3) Dental Technology Consulting. Customer has the benefit of annual consultation with Cadmus on the current state of dental technology and how to implement that technology in Customer’s business.
(4) Growth and Exit Planning. Customer has the benefit of annual consultations with Cadmus on growth strategy, efficiency management, and retirement and succession planning.
(5) Production Discounts. Customer has the benefit of discounts on dental devices manufactured by Cadmus. The discount amount will be calculated based on membership level and volume.
(6) FoundersCard. Customer will receive a FoundersCard (FC), a separate FC User ID and Password for purchasing discounts and other benefits. See https://founderscard.com for an overview of FoundersCard benefits.
(7) New Employee Recruiter. Cadmus will connect Customer with a recruiter that, for an additional charge, will assist customer in locating new employees to hire.
(8) Marketing Portal. Customers at the Premium level have access to IRIS, the customer relationship management software.
(9) Reports. Customers at the Premium level, through a third-party, can arrange a background check on dentists for potential hire.
(10) Collections. Customers at the Premium level, through a third-party, can arrange assistance to collect your accounts receivable at a discounted price.
(11) Product Roll-out Priority. As Cadmus licenses new intellectual property, Cadmus will provide to customers at the Premium level early access to those products first.
(12) Profit Sharing. Customers at the Premium level will have the ability to share in Cadmus profits via the loyalty program. This benefit will not in any way involve the transfer of securities.

Benefit Plans
INTRO. This plan includes Production Equipment, Co-Op Buying Discount, and Dental Technology Consulting.
STANDARD. Includes all of the benefits of INTRO, and Growth and Exit Planning, Production Discounts, and FoundersCard.
PREMIUM, includes all of the benefits of STANDARD, and New Employee Recruiter, Marketing Portal, Reports, Collections, Product Roll-out Priority, and Profit Sharing.
CUSTOM, includes all benefits of PREMIUM, and campaign with (re)branding, print and social media and software based tracking. The campaign lasts 4 months and generates 150 verified leads.

Terms of Use
PLEASE READ CAREFULLY BEFORE PURCHASING AND USING THE SERVICES. BY PURCHASING THE SERVICES, AND/OR ACCESSING AND USING THE ONLINE SERVICES AND THE ASSOCIATED WEBSITE, APPLICATIONS AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. THESE TERMS OF PURCHASE AND USE FORM PART OF THE SUBSCRIPTION AGREEMENT, WHICH YOU ARE REQUIRED TO ACCEPT IN CONNECTION WITH YOUR INITIAL AND ALL SUBSEQUENT PURCHASING OF THE SERVICES AND USE OF THE ONLINE SERVICES.

Purchase of Services

You agree to purchase the Services consisting generally of the services and online services shown in each Order that is completed and approved under the Subscription Agreement.

Orders accepted by Cadmus may not be cancelled by you except with Cadmus’ written authorization.

The Services are offered with the Online Services option, but the Services may be used exclusively without the Online Services.

Online Services; Grant of Rights
If Online Services are obtained pursuant to an Order, Cadmus grants you and your staff (collectively, the “Users”), for the Term of Service indicated in the Order, a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided through the Online Service subject to these Terms of Purchase and Use. The Online Service may include download areas and product information provided by Cadmus or third-party vendors. All Online Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Purchase and Use. All rights not expressly granted to you and your Users pursuant to the Subscription Agreement are reserved to Cadmus, and all uses of the Online Services not expressly permitted hereunder are prohibited.

Permitted and Prohibited Use

Limited Use. You and your Users may access the Online System and use the Online Services solely to support and operate in your internal business (i) the Services purchased by you from Cadmus; and (ii) Cadmus’ web-based marketing management portal (“the “Portal”). Cadmus reserves the right, in its sole discretion, to limit your and/or your Users’ use of the Online Services in the event that Cadmus determines that your and/or your Users’ use thereof to be inconsistent with such purposes, and/or otherwise inconsistent with these Terms of Purchase and Use.
Prohibited Uses. You agree, for yourself and all your Users, as a condition of use of the Online Services, not to use the Online Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Users may not use the Online Services in any manner that could damage, disable, overburden, or impair any Cadmus or subscriber server, or the network(s) connected to any Cadmus or subscriber server, or interfere with any other party’s use and enjoyment of any of the Online Services. You and your Users may not attempt to gain unauthorized access to any part of the Online Services, other accounts, computer systems or networks connected to any Cadmus or subscriber server or to any part of the Online Services, through hacking, password mining or any other means. You and your Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Online Services. Except as expressly set forth herein, you and your Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the Online Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the Online Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Online Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Online Services’ control or security systems, or allow or assist a third party to do so.
Suspension of Service. Cadmus may at any time suspend (or require that you suspend) the access of Users to the Online Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Cadmus or you have has reason to suspect any such User is engaged in activities that may violate these Terms of Purchase and Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Cadmus, your organization, your and our respective network or facilities, or other Users. Cadmus shall not be liable to any User for suspension of Online Service, regardless of the grounds.

Ownership; Subscriber and User Submissions

As between you and your Users and Cadmus, the Online Services, any material or information provided pursuant to the Online Services, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Cadmus, its agents or contractors, are the property of Cadmus, and are protected by United States and international copyright, trademark and patent laws, as applicable. By using the Online Services, neither you nor your Users gain any ownership interest in such items.

Cadmus does not claim ownership of the usage information you or your Users provide for the use and operation of the Online Services. Cadmus and its vendors and contractors may use such information to operate and administer the Online Services. In addition, Cadmus may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.

Cadmus reserves the right to upgrade, modify, replace or reconfigure the Online Services at any time, provided that you will be provided at least thirty (30) days’ advance notice for changes that materially and adversely affect any use of the Online Services. Cadmus may also change the fee schedule, support terms, and service level agreements for the Online Services subject to at least thirty (30) days’ advance notice, except that the change will not apply for the remainder of the Term of Service to the amount and type of Online Services you have contracted for under existing Order. Any such notice may be given and shall be effective if provided in an email sent to your account representative, or if included in any amendment, extension or new version of this Agreement or any Order.

Links to Third Party Sites

The Online Service may provide links that allow you or your Users to leave Cadmus’ website and/or access third party websites. The linked sites in many cases are not under the control of Cadmus and Cadmus is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Cadmus is not responsible for webcasting or any other form of transmission received from any linked site. Cadmus provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Cadmus of the website.

Use of Passwords; Internet

You are responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”). Each User must have a valid username and password for the purpose of accessing the Online Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred without your consent and control.

You and your Users are responsible for maintaining the confidentiality of that User’s username and password. You and your Users are responsible for any and all activities that occur under all your Users’ accounts. You agree to notify Cadmus immediately of any unauthorized use of your Users’ accounts or any other breach of security. Cadmus will not be liable for any loss that you or a User may incur as a result of someone else using your Users’ passwords or accounts, either with or without the applicable Users’ knowledge.

Cadmus does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each User’s sole responsibility and the responsibility of Internet provider(s) you select. Cadmus does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.

Communications from Cadmus

Cadmus may periodically contact you or Users for customer service purposes. By subscribing to the Services, you consent to receive such communications. You agree that Cadmus may reference its business relationship with you in its marketing or sales materials.

Payments, etc.

You agree to pay at the time indicated in each Order all payments due from you thereunder. If not otherwise indicated in the Order, all payments are due on the day each subscription period begins and every 30 days thereafter.
You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the Services or Online Services (exclusive only of taxes based on net income derived by Cadmus), and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Services and the Online Services. You agree to hold Cadmus harmless from all claims and liability arising in connection with your failure to report or pay such taxes.

Indemnification

Customer hereby agrees to release, indemnify, defend and hold Cadmus, and all its officers, directors, shareholders, subsidiaries, affiliates, agents, employees, information providers, advisors, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all losses, liabilities, claims (including claims without legal merit or bought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorneys’ fees and costs (whether brought by third parties or otherwise) (collectively, “Claims”) due to arising out of your use of or conduct on the Cadmus website or application, in connection with the Services, and for actions or omissions provided by third-parties in connection with the Services. You shall cooperate as fully as reasonably required in the defense of any claim. Cadmus reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Cadmus.

Changes to Terms of Use

CADMUS RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE FROM TIME TO TIME. SUCH CHANGES WILL BECOME EFFECTIVE WHEN CADMUS NOTIFIES YOU OF THE REVISED TERMS OF USE AS PART OF THE SERVICES. THE MOST CURRENT VERSION OF THE TERMS OF USE CAN BE REVIEWED BY CLICKING ON THE “TERMS OF USE” HYPERTEXT LINK LOCATED IN THE HOME PAGE FOR THE SERVICES. USERS SHOULD CHECK THE TERMS OF USE FROM TIME TO TIME, AS THEY ARE BOUND BY THE TERMS OF USE SO POSTED FROM AND AFTER THE TIME THE CHANGES ARE POSTED. ANY REVISED TERMS OF USE SHALL SUPERSEDE ALL PREVIOUS VERSIONS.

Termination of the Subscription Agreement; Effect of Termination or Expiration

In the event that you breach any term of the Subscription Agreement, or you or your Users breach these Terms of Use, and such breach is not cured within 10 days after receipt of notice thereof from Cadmus, Cadmus may terminate the Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.

Upon expiration or prior termination of the Subscription Agreement, all rights granted herein shall revert to Cadmus. All access to and use of the Services by Users must then cease, and all materials, applications and tools downloaded from the Online Service must be erased, deleted, or destroyed.

No Warranties, Limitation of Liability

To the extent that the original manufacturer or Service Provider is not Cadmus or its affiliates and such manufacturer makes any warranties covering the Services, Cadmus assigns those warranties to you, subject to the conditions and limitations provided by the manufacturer or service provider. Cadmus will cooperate with you, at your cost, to process any warranty claim, but Cadmus assumes no other responsibility for such warranties. THE FOREGOING ASSIGNMENT OF WARRANTIES IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES PERTAINING TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY ARISING FROM ANY DESCRIPTION OR SPECIFICATION PROVIDED FOR THE SERVICES, OR ANY SAMPLE OR MODEL PRESENTED TO YOU OR YOUR REPRESENTATIVES, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR TITLE. YOUR EXCLUSIVE REMEDY FOR ANY CLAIM BASED ON THE CONDITION, PERFORMANCE, DEFECT OR NON-CONFORMITY OF THE SERVICES SHALL BE TO MAKE A CLAIM TO THE ORIGINAL MANUFACTURER OR SERVICE PROVIDER FOR THE WARRANTIES (IF ANY) PROVIDED BY THE ORIGINAL MANUFACTURER OR SERVICE PROVIDER.

THE ONLINE SERVICES AND ANY TOOLS, APPLICATIONS, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE ONLINE SERVICES ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. CADMUS DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE ONLINE SERVICES.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CADMUS OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ONLINE SERVICES’ OBLIGATIONS HEREUNDER. IN NO EVENT SHALL CADMUS BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.

Cadmus and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure in the Services or the Online Services. You and your Users release and waive all claims against Cadmus, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing (the “Cadmus Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users’ use of the Products and the Online Services. California residents waive any rights they may have under §1542 of the California Civil Code, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You and your Users agree to release unknown claims and waive all available rights under California Civil Code §1542 or under any other statute or common law principle of similar effect. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of the Cadmus Group.

Subscriber Representations

You represent and warrant that (i) you have full power and authority to enter into the Subscription Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Use; (ii) only you and your Users shall per permitted to access the Online Services and any related tools, applications, information and materials provided in connection with the Online Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the Services and the Online Services.

Reporting Infringement

By accessing and/or using the Online Services, Users agree to report to Cadmus all claims or suspected claims of copyright or other infringement of Cadmus’ intellectual property or other proprietary rights. Claims of infringement should be directed to Legal Department of Cadmus Dental at legal@cadmusdental.com.

If you believe that any information on the Cadmus Site infringes on your copyright, you should notify Cadmus of your claim in accordance with the following procedures. Cadmus will process notices of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable copyright laws. The DMCA requires that notification of claimed infringement be in writing and provided to Cadmus Dental’s designated agent of service:
______________________________
To be effective, the notice of infringement must contain the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Cadmus to locate the material; (4) Information reasonably sufficient to permit the Cadmus to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Miscellaneous.

Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party’s reasonable control shall not be a breach hereof.
Cadmus shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from Purchaser, or by any cause beyond your reasonable control.
You acknowledge and agree that the Services and the tools, applications, information and materials provided in connection with the Online Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Cadmus or other Subscribers for which Cadmus or such other Subscribers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Cadmus, Cadmus shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
This Agreement shall be construed and enforced under the laws of the State of Texas, USA without reference to the choice of law principles thereof. User hereby consents to and submits to the jurisdiction of the federal and state courts located in the State of Texas. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.
If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.
No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.

Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.

CUSTOMER HEREBY AGREES TO THIS SUBSCRIPTION AGREEMENT AND THE TERMS OF USE HEREIN BY SIGNING UP FOR A BENEFIT PLAN.

CUSTOMER SHOULD READ THIS SUBSCRIPTION AGREEMENT AND THE TERMS OF USE HEREIN PRIOR TO SIGNING IN FOR THE FIRST TIME.

By clicking Sign Up Now, you are indicating that you have read and agree to the Subscription Agreement and the Terms of Use.

0