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SaaS subscriptions • hardware • Smart Tips • software • support • related purchases
Effective Date: August 1, 2026
Last Updated: September 3, 2026
These Terms are a legally binding agreement between Perimetrics, Inc. and the customer that accepts them. They govern access to InnerView software and cloud services and purchases of InnerView hardware, Smart Tips, support, and other Perimetrics products or services unless a separately signed agreement expressly applies instead.
| Topic | Core term |
|---|---|
| Cloud subscription | An active InnerView Cloud subscription is required to use the Handpieces and Connector App. Subscription length and usage limits are stated in the applicable Order. |
| Renewal | Unless an Order says otherwise, subscriptions automatically renew for periods equal to the initial term unless either party gives written non-renewal notice at least 30 days before the then-current term ends. |
| Purchases & refunds | Product sales are final and fees are non-refundable except where these Terms expressly provide a warranty or termination remedy. |
| Hardware warranty | InnerView Handpieces and Base Stations have a 12-month limited warranty against defects in materials and workmanship under normal use, subject to exclusions below. |
| HIPAA / PHI | Where required by Applicable Law, use and disclosure of PHI are governed by a Business Associate Agreement between Perimetrics and the Customer. |
| Clinical responsibility | InnerView is a tool for qualified dental professionals. It does not replace professional judgment, diagnosis, or treatment decisions. |
The snapshot is for convenience only. The numbered Terms below control if there is any inconsistency.
1.1 Acceptance. By clicking or tapping an acceptance button, creating or using an account, submitting or accepting an Order, paying an invoice, activating a subscription, purchasing a Product, or otherwise accessing or using any Product, Customer agrees to these Terms. If an individual accepts these Terms on behalf of an entity, that individual represents and warrants that he or she has authority to bind the entity, and “Customer” means that entity.
1.2 Professional and Business Use. The Products are intended for professional, commercial, academic, research, or other authorized use, as specified by Perimetrics or in an Order. Customer is responsible for ensuring that its use of the Products is lawful and appropriate for its operations.
1.3 Separate Agreements. If Customer and Perimetrics have a currently effective, separately executed master supply and services agreement, enterprise agreement, or other written agreement that expressly governs the same Products, that agreement controls for the Products and transaction it covers. These Terms otherwise apply to all Orders and purchases.
1.4 Orders and Order of Precedence. An “Order” may be a signed order form, online checkout, accepted quote, purchase order accepted by Perimetrics, invoice, renewal confirmation, or other ordering record approved by Perimetrics. If an Order conflicts with these Terms, these Terms control unless the Order expressly states the specific provision of these Terms it is intended to override and Perimetrics agrees to that override in writing or through an authorized electronic acceptance process. If a Business Associate Agreement (“BAA”) applies, these Terms control over the BAA in the event of conflict except to the extent Applicable Law requires otherwise.
1.5 Electronic Contracting. Customer agrees that electronic acceptance, electronic records, and electronic communications may be used in connection with these Terms, Orders, renewals, notices, and other transactions to the extent permitted by Applicable Law.
“Applicable Law” means all federal, state, local, and other laws, regulations, rules, orders, and binding requirements applicable to a party’s performance or Customer’s use of the Products, including HIPAA and the HIPAA Rules to the extent applicable.
“Authorized Personnel” means Customer’s employees, consultants, representatives, and other users authorized by Customer to access or use the Products and who are subject to written obligations substantially consistent with the applicable restrictions in these Terms.
“Authorized Purpose” means the professional, commercial, academic, research, training, support, troubleshooting, or other purpose stated in an Order, checkout flow, or written authorization from Perimetrics.
“Authorized Site” means the Customer location or locations identified in an Order or otherwise authorized by Perimetrics.
“Cloud Platform” or “SaaS Services” means InnerView® Cloud and related hosted services, including the Customer portal, InnerView® AI, and other cloud-based features or services Perimetrics may make available.
“Connector App” means Perimetrics’ InnerView® App connector software installed on a compatible computer or device to enable use of supported InnerView Hardware.
“Customer Data” means data, files, content, or information that Customer or its Authorized Personnel input, upload, submit, or store in connection with the Products, including patient-specific data to the extent applicable. Customer Data excludes Usage Data, De-identified Health Information, and Perimetrics’ technology, algorithms, software, and Proprietary Information.
“De-identified Health Information” or “DHI” means health information that has been de-identified in accordance with Applicable Law, including 45 C.F.R. § 164.514 when HIPAA applies.
“Documentation” means applicable product training materials, instructions, prompts, manuals, specifications, and documentation provided or made available by Perimetrics.
“Hardware” means InnerView® Handpieces, InnerView® Base Stations, and Smart Tips, as applicable. “Covered Hardware” means Handpieces and Base Stations for purposes of the limited warranty in Section 13.1.
“PHI” means Protected Health Information as defined by HIPAA, including Electronic Protected Health Information (“ePHI”), to the extent HIPAA applies.
“Products” means the InnerView System and any other Perimetrics products, hardware, software, cloud services, consumables, reports, support, or related services covered by an Order or purchase under these Terms.
“Reports” means reports, displays, captured displays, score outputs, or other outputs generated by or through the Cloud Platform.
“Smart Tips” means one-time-use disposable tips with smart chip technology for use with authorized Handpieces.
“Training” means product training, instructions, or onboarding specified by Perimetrics in writing, in the Documentation, or through the Connector App or Cloud Platform.
“Usage Data” means data regarding Customer’s technical use of, interaction with, and the operational health of the Products that Perimetrics collects to confirm compliance, enhance functionality and user experience, and provide support. As described in Section 12.4, Usage Data does not include personally identifiable information or Customer’s actual files or content monitored by the Platform.
3.1 Product Scope. These Terms govern the sale, purchase, licensing, subscription, access, support, and use of the Products identified in an Order. Product form, name, version, features, availability, and consolidation may change over time, subject to any express commitments in an Order.
3.2 Ordering. Customer may order Products through Perimetrics’ standard ordering system or another method authorized by Perimetrics. An Order is not binding on Perimetrics until accepted by Perimetrics or fulfilled. Perimetrics may reject or cancel an Order before acceptance or fulfillment if the Order contains incorrect pricing, is unavailable, is prohibited by law, or cannot reasonably be fulfilled.
3.3 Authorized Personnel and Sites. Customer will limit access to and use of the Products to Authorized Personnel and Authorized Sites, subject to the applicable Order. Customer is responsible for the acts and omissions of its Authorized Personnel relating to the Products and will promptly revoke access for any individual whose authorization ends or who violates these Terms.
3.4 Training. Customer and its applicable Authorized Personnel must complete any Training specified by Perimetrics before using the Products other than for authorized training, setup, support, or troubleshooting purposes.
3.5 Compliance with Law. Each party will comply with Applicable Law in performing its obligations and exercising its rights under these Terms. Customer is responsible for using the Products in compliance with Applicable Law, its professional obligations, and the Documentation.
4.1 Delivery; Title; Risk of Loss. Unless an Order states otherwise, Perimetrics will deliver Hardware F.O.B. Perimetrics’ shipping point. Title and risk of loss pass to Customer when the Hardware is delivered to the carrier at Perimetrics’ shipping point.
4.2 Inspection and Acceptance. Customer must inspect Hardware promptly upon receipt and notify Perimetrics in writing within five (5) business days of any non-conformity or defect reasonably discoverable upon inspection. If Customer does not provide timely notice, the Hardware is deemed accepted. Claims for shipping damage or shortages must be made directly with the carrier. Perimetrics is not responsible for delivery delays caused by circumstances beyond its reasonable control.
4.3 Hardware Use. Customer may use Hardware only for Authorized Purposes, including authorized training, support, and troubleshooting. Customer may not sell, lease, transfer, assign, or otherwise make Hardware available to any third party or affiliate without Perimetrics’ prior written consent, even though title to purchased Hardware may have passed to Customer.
4.4 Smart Tips. Smart Tips are designed for single use only and must be used in accordance with the Documentation and Training. Reuse or improper use is prohibited and may void applicable warranties for Hardware affected by that misuse.
4.5 Final Sale. Except for remedies expressly stated in these Terms, including the limited warranty in Section 13.1 and certain termination remedies in Section 16, sales of Products are final and non-refundable.
5.1 Subscription Access. Subject to these Terms and the applicable Order, Perimetrics grants Customer a limited, non-exclusive, non-transferable right during the applicable subscription term to access and use the Cloud Platform solely for Customer’s Authorized Purposes and subject to any usage, seat, site, volume, or other limits stated in the Order.
5.2 Cloud Subscription Required for InnerView System Use. An active Cloud Platform subscription is required to use the InnerView Handpieces and Connector App. Expiration, suspension, or termination of the applicable Cloud Platform subscription may disable or prevent use of those Products.
5.3 User Accounts. Customer may establish and manage user accounts for Authorized Personnel and assign access privileges. Customer is responsible for activity under its accounts, for maintaining the confidentiality and security of account credentials, and for ensuring that only authorized individuals access each account. Customer must promptly notify Perimetrics of known or suspected unauthorized account access.
5.4 Subscription Term and Renewal. The initial subscription term is stated in the applicable Order. Unless the Order states otherwise, each subscription automatically renews for successive periods equal in duration to the initial term unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. Non-renewal takes effect at the end of the then-current term and does not entitle Customer to a refund of prepaid fees.
5.5 Service Changes. Perimetrics may update, improve, replace, consolidate, or modify the Cloud Platform, including the form and kind of Reports made available. Perimetrics will not intentionally eliminate the core functionality expressly purchased in an Order during a then-current prepaid subscription term unless the change is reasonably required for security, legal, regulatory, interoperability, or technical reasons or Customer agrees otherwise.
6.1 License. Subject to these Terms, Perimetrics grants Customer a limited, non-exclusive, non-transferable license during the applicable Term to install and use the Connector App solely for Customer’s Authorized Purposes in connection with the Products. No software, firmware, or Cloud Platform ownership is sold to Customer.
6.2 Updates and Compatibility. Perimetrics may require Customer to install updates or upgrades to the Connector App. Customer will promptly install required updates or upgrades and is responsible for compatibility of Customer-controlled systems and devices with the applicable system requirements.
6.3 Termination of License. The software license ends automatically upon expiration or termination of the applicable subscription, Order, or these Terms, as applicable, and Customer must cease use and delete copies of the Connector App to the extent required by Perimetrics.
7.1 Fees. Customer will pay all fees and charges stated in the applicable Order. Unless an Order states otherwise, all amounts are in U.S. dollars and are non-refundable.
7.2 Recurring Payment Authorization. For subscription services billed to a payment card or other recurring payment method, Customer authorizes Perimetrics and its payment processors to charge that payment method for subscription fees, renewals, Taxes, and other authorized charges when due. Customer must keep payment information current and accurate.
7.3 Invoicing. Unless an Order states otherwise, Perimetrics will invoice Customer upon shipment of the applicable Order, and invoiced amounts are due thirty (30) days from the invoice date. Perimetrics may require advance payment or other payment security if Customer’s creditworthiness becomes unsatisfactory to Perimetrics in its reasonable discretion.
7.4 Taxes. Fees exclude taxes, levies, duties, or similar governmental assessments associated with Customer’s purchase or use of the Products, other than taxes based on Perimetrics’ net income. Customer is responsible for those Taxes. If Perimetrics is required to collect or pay them, Customer will pay the amount invoiced unless Customer provides a valid exemption certificate. Customer may not reduce payments because of withholding obligations and is responsible for any required withholding.
7.5 Late Payments and Collection Costs. Past-due amounts accrue interest at the lesser of 3.5% per month or the maximum amount permitted by Applicable Law. Customer is responsible for reasonable collection costs incurred by Perimetrics for past-due amounts, including collection agency fees and reasonable attorneys’ fees to the extent permitted by law.
7.6 Price Changes. Perimetrics may change pricing for future Orders and renewal terms. A price change does not apply retroactively to a fully paid, then-current committed subscription term unless the applicable Order expressly allows it or Customer agrees to the change.
7.7 Nonpayment. Perimetrics may suspend or terminate Customer’s access to affected Products if fees are not paid when due, subject to any cure rights expressly stated in these Terms or an applicable Order.
8.1 System Requirements. Customer is solely responsible for ensuring that its systems, devices, software, network, connectivity, and environment meet applicable Product requirements. Perimetrics is not responsible for issues caused by third-party hardware, software, systems, or services not provided by Perimetrics. Customer will maintain industry-standard security measures for Customer-controlled systems, including appropriate endpoint protection.
8.2 Cloud Availability. Perimetrics will use commercially reasonable efforts to make the Cloud Platform available 24 hours a day, 7 days a week, except for planned maintenance, upgrades, or updates and unavailability caused by circumstances beyond Perimetrics’ reasonable control. For planned downtime, Perimetrics will use reasonable efforts to provide at least twenty-four (24) hours’ advance notice through the Cloud Platform or email, except for emergency maintenance.
8.3 Support. Perimetrics will provide standard customer support during normal business hours. Support may include automated or machine-implemented diagnostics and troubleshooting through the Connector App or Cloud Platform, remote communications with Perimetrics representatives, and shipment for depot repair or other Hardware support designated by Perimetrics.
Except to the extent a restriction is prohibited by Applicable Law, Customer will not, and will not permit any third party to:
10.1 Perimetrics Technology. As between the parties, Perimetrics and its licensors retain all right, title, and interest in and to the Cloud Platform, Connector App, software, firmware, algorithms, Hardware technology, Documentation, and other Perimetrics technology, including modifications, improvements, derivative works, and associated intellectual property rights. No rights or licenses are granted except as expressly stated in these Terms or an Order.
10.2 Reports; Limited License. Subject to Applicable Law, the applicable Order, and Customer’s patient agreements and consent obligations, Perimetrics grants Customer a non-exclusive right to use, disclose, and distribute Reports for Customer’s Authorized Purposes. Customer is solely responsible for obtaining any patient consent or authorization required for such use, disclosure, or distribution.
10.3 Report Restrictions. Customer acknowledges that Reports may be generated using Perimetrics’ proprietary technology and processes and are Perimetrics Proprietary Information to the maximum extent permitted by Applicable Law. Customer may not modify or truncate Reports or remove Perimetrics attribution without prior written consent. Customer may not directly or indirectly sell or otherwise commercially exploit Reports, use Reports for benchmarking or competitive analysis, or sell, publish, distribute, or disclose to a third party DHI created from Reports without Perimetrics’ prior written consent.
10.4 Feedback. Customer may provide suggestions, comments, ideas, or other feedback about the Products. Feedback does not create a confidentiality obligation for Perimetrics, and Perimetrics may use and exploit Feedback without restriction or compensation.
11.1 Proper Use and Customer Responsibility. Customer acknowledges that the Products may be used to collect, analyze, transmit, or store patient data or other health information. Customer is responsible for using the Products in accordance with the Documentation and Training and for configuring and operating Customer-controlled systems so Perimetrics is appropriately informed of the presence and use of such information.
11.2 Patient Consents and Authorizations. Before using the Products to collect, analyze, transmit, or store patient data, Customer will obtain all consents, authorizations, permissions, notices, and other legal bases required by Applicable Law, including HIPAA and the HIPAA Rules where applicable. Customer is solely responsible for compliance with privacy, data protection, professional, and patient-consent requirements applicable to Customer’s use of the Products.
11.3 Business Associate Agreement. To the extent required by Applicable Law, Perimetrics and Customer will enter into or electronically accept Perimetrics’ then-current BAA governing the use and disclosure of PHI. If an applicable BAA refers to a “Master Supply & Services Agreement” or “Agreement,” and no separate master agreement applies, those references will be deemed to refer to these Terms and the applicable Order. Customer will be treated as the Covered Entity and Perimetrics as the Business Associate to the extent those roles apply. The BAA’s privacy and security obligations apply only to information that constitutes PHI within its scope.
11.4 De-identified Health Information. To the maximum extent permitted by Applicable Law and subject to any applicable BAA, Customer authorizes Perimetrics to use PHI received from Customer or created, entered, maintained, or modified through Customer’s use of the Products to generate DHI, limited data sets, or data aggregation consistent with applicable legal requirements. Once information is validly de-identified so that it is no longer PHI under Applicable Law, Perimetrics may use the resulting DHI for lawful purposes, including internal research and development, marketing, business operations, maintaining, supporting, troubleshooting, repairing, and improving Products, and training artificial intelligence models.
11.5 Data Security. Perimetrics will implement and maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of the Products, including the Cloud Platform, and Customer Data stored in them against unauthorized access, disclosure, alteration, or destruction.
11.6 Customer Backups. Customer is solely responsible for backing up data, files, content, and downloaded Reports under Customer’s control. Except to the extent expressly required by an applicable BAA or Applicable Law, Perimetrics is not responsible for loss, deletion, destruction, or corruption of Customer Data, files, or content resulting from Customer’s failure to maintain appropriate backups.
12.1 Proprietary Information. Each party may receive non-public information relating to the other party’s technology, business, customers, operations, or products (“Proprietary Information”). The receiving party will not disclose the disclosing party’s Proprietary Information to any third party except as permitted by these Terms and will limit access to personnel with a need to know for purposes of the relationship. The receiving party will use at least reasonable precautions, and no less care than it uses to protect its own similar information, to prevent unauthorized disclosure or use.
12.2 Exclusions. Proprietary Information does not include information the receiving party can document: (a) is or becomes generally available to the public without breach; (b) was lawfully known without restriction before receipt; (c) was rightfully received from a third party without restriction; or (d) was independently developed without use of the disclosing party’s Proprietary Information.
12.3 Compelled Disclosure. A receiving party may disclose Proprietary Information pursuant to a valid judicial or governmental order if, to the extent legally permitted, it gives the disclosing party reasonable prior notice and an opportunity to seek protection.
12.4 Usage Analytics. Perimetrics may use software beacons or similar technology within the Products to collect Usage Data to confirm compliance with these Terms, enhance functionality and user experience, and provide support. Usage Data will not include personally identifiable information or Customer’s actual files or content monitored by the Platform. Usage Data is Perimetrics Proprietary Information.
13.1 Limited Hardware Warranty. Perimetrics warrants to Customer that Covered Hardware will be free from defects in materials and workmanship under normal use for twelve (12) months from delivery (the “Warranty Period”). This limited warranty does not apply to Covered Hardware that: (a) has been altered, modified, or repaired by anyone other than Perimetrics or its authorized representative; (b) has been subject to misuse, negligence, improper storage, or accident; (c) has been used contrary to the Documentation or Training or outside normal operating conditions; (d) has been damaged by external causes such as fire, water, or other acts of nature; or (e) exhibits normal wear and tear. Customer must provide written notice of a warranty claim during the Warranty Period with a detailed description of the defect. If Perimetrics verifies a valid claim, Perimetrics’ sole obligation and Customer’s exclusive remedy will be, at Perimetrics’ option, to refund, repair, or replace the defective Covered Hardware. Repaired or replaced Covered Hardware is warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer. Customer pays shipping to return defective Covered Hardware; Perimetrics pays shipping to send repaired or replacement Covered Hardware.
13.2 Authority. Each party represents and warrants that it has the legal power and authority to enter into these Terms and each applicable Order, and that any person accepting an Order or these Terms on its behalf has authority to bind it.
13.3 Professional Performance. Perimetrics warrants that it will provide the Products in a professional and workmanlike manner and will implement and maintain security measures designed to protect the Products against unauthorized access, disclosure, alteration, and use.
13.4 GENERAL DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PRODUCTS, INCLUDING ALL ASSOCIATED SOFTWARE, CLOUD PLATFORM FEATURES, REPORTS, AND OUTPUTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING. PERIMETRICS AND ITS LICENSORS DO NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, VIRUS-FREE, OR COMPATIBLE WITH, OR HARMLESS TO, CUSTOMER’S THIRD-PARTY SOFTWARE, HARDWARE, SYSTEMS, OR MATERIALS.
13.5 NOT MEDICAL OR DENTAL ADVICE. THE PRODUCTS AND REPORTS ARE TOOLS INTENDED TO ASSIST QUALIFIED DENTAL PROFESSIONALS AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR DENTAL JUDGMENT, DIAGNOSIS, OR TREATMENT. THE PRODUCTS DO NOT CONSTITUTE MEDICAL OR DENTAL ADVICE AND ARE NOT INTENDED TO REPLACE THE SKILL AND JUDGMENT OF QUALIFIED PROFESSIONALS. CUSTOMER IS RESPONSIBLE FOR VERIFYING THE ACCURACY AND APPROPRIATENESS OF REPORTS AND OTHER OUTPUTS AND FOR ALL DECISIONS AND ACTIONS TAKEN OR NOT TAKEN BASED ON THEM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PERIMETRICS DISCLAIMS LIABILITY FOR INJURY OR DAMAGES RESULTING FROM CUSTOMER’S USE OF THE PRODUCTS OR RELIANCE ON REPORTS EXCEPT TO THE EXTENT LIABILITY CANNOT LAWFULLY BE DISCLAIMED.
14.1 Mutual Indemnity for Misconduct. Each party will defend, indemnify, and hold harmless the other party from liabilities, claims, and expenses paid or payable to an unaffiliated third party, including reasonable attorneys’ fees (“Losses”), to the extent arising from the indemnifying party’s gross negligence or intentional misconduct under these Terms.
14.2 Customer Privacy and Consent Indemnity. Customer will defend, indemnify, and hold harmless Perimetrics from Losses arising out of or relating to Customer’s failure to obtain required patient consents, authorizations, permissions, or other legal bases, or Customer’s violation of its obligations under Section 11.2.
14.3 Intellectual Property Indemnity. Perimetrics will defend, indemnify, and hold harmless Customer from Losses arising from a third-party claim that the Products, as provided by Perimetrics and used as authorized, infringe, violate, or misappropriate that third party’s intellectual property or proprietary rights.
14.4 IP Exclusions. Perimetrics’ obligations under Section 14.3 do not apply to a claim arising from: (a) any portion of a Product not created or provided by Perimetrics; (b) a Product made in whole or in part according to Customer specifications; (c) modifications not made by Perimetrics; (d) combination with products, processes, or materials not provided by Perimetrics where the claim arises from the combination; (e) Customer’s continued allegedly infringing activity after notice or after being informed of a modification that would avoid infringement; or (f) unauthorized use of the Products.
14.5 IP Remedial Actions. If Customer’s authorized use of a Product is or, in Perimetrics’ opinion, is likely to be enjoined, or Perimetrics reasonably determines action is necessary to avoid material liability, Perimetrics may, at its option: (a) procure a right or license for continued use; (b) substitute a substantially functionally similar Product; or (c) terminate the affected right of use and refund prepaid license or subscription fees allocable to the terminated portion of the applicable term.
14.6 Indemnification Procedure. Indemnification obligations are conditioned on the indemnitee: (a) providing prompt written notice of the claim, except that delayed notice relieves the indemnifying party only to the extent materially prejudiced; (b) allowing the indemnifying party the option to assume sole control of the defense and settlement, while the indemnitee may participate at its own expense; and (c) providing reasonable information and assistance at the indemnifying party’s expense. No settlement may impose an admission of wrongdoing or non-monetary obligation on the indemnitee without its consent, not to be unreasonably withheld.
EXCEPT FOR PAYMENT OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, AND LIABILITY CAUSED BY GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, NEITHER PARTY NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS WILL BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY RELATING TO THESE TERMS FOR: (A) LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR (B) DIRECT DAMAGES EXCEEDING, IN THE AGGREGATE, THE FEES PAID OR PAYABLE BY CUSTOMER TO PERIMETRICS UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
16.1 Term. These Terms begin when Customer first accepts them and continue while Customer has an active subscription, license, outstanding Order, or continuing obligation under them. Unless earlier terminated, the contractual term for a subscription continues through the expiration of the last active Cloud Platform subscription covered by these Terms.
16.2 Termination for Convenience When No Subscription Is Active. If no active Cloud Platform subscription is in effect, either party may terminate the continuing contractual relationship under these Terms for any reason upon written notice. Termination does not rescind completed Product sales or eliminate provisions that by their nature survive.
16.3 Termination for Breach or Insolvency. Either party may terminate these Terms, an applicable BAA, and affected Orders upon written notice if the other party: (a) fails to cure a material breach within thirty (30) days after written notice; (b) ceases operations without a successor; or (c) seeks protection under bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or such a proceeding is instituted against it and not dismissed within sixty (60) days.
16.4 Suspension for Breach or Harm. Perimetrics may immediately suspend Customer’s access to affected Products, and may terminate as permitted by these Terms, if Perimetrics reasonably believes Customer has breached these Terms or is using the Products in a manner that may cause harm to Perimetrics or a third party. Perimetrics will notify Customer of the suspected breach or harmful activity and will restore access when Perimetrics reasonably determines that the issue has been remedied or no longer poses a material risk.
16.5 Effect of Termination. Upon expiration or termination of an applicable subscription, license, or Order, Customer’s right to use the affected software and Cloud Platform ends, and Customer must cease use and delete the affected software as required. If Customer terminates for Perimetrics’ uncured material breach under Section 16.3, Perimetrics will refund prepaid Product fees allocable to the remainder of the then-current affected term after the effective termination date. If Perimetrics terminates for Customer’s uncured material breach, Customer will pay unpaid fees covering the remainder of the then-current affected term. Termination does not relieve Customer of fees due for periods before termination.
16.6 Customer Data Export. After termination or expiration, Perimetrics will make available to Customer an export of available patient-specific data generated by Customer’s use of the Products, including available numerical score values for NFE correlated to tooth number for a given patient, in a form made available by Perimetrics. The export will be sent to Customer or made downloadable for a reasonable period determined by Perimetrics, after which patient data will be handled in accordance with the applicable BAA and Applicable Law.
16.7 Survival. Accrued payment obligations and Sections 9 through 15, 16.5 through 16.7, 17, 19, and 20, together with any other provisions that by their nature should survive, survive expiration or termination. Obligations concerning PHI survive as stated in the applicable BAA.
17.1 Records Period. During the term and for three (3) years afterward, Customer will maintain records reasonably sufficient to confirm its compliance with these Terms, including payment obligations and scope-of-use restrictions.
17.2 Certification and Audit. At Perimetrics’ reasonable request during the records period, Customer will provide a signed certification regarding its use of the Products. Perimetrics or its authorized agent may audit Customer’s use of the Products after at least ten (10) days’ notice and during normal business hours. Perimetrics will bear its out-of-pocket audit costs unless the audit shows that Customer exceeded its authorized scope of use. If Customer exceeded its scope, Perimetrics may invoice Customer for past and ongoing excess use, payable within ten (10) days after receipt, without limiting other remedies.
18.1 Export Controls and Sanctions. The Products may be subject to U.S. export controls and foreign import restrictions. Customer will comply with applicable export, import, sanctions, and trade laws and will not export, re-export, transfer, or provide Products to embargoed or terrorist-supporting jurisdictions, prohibited persons, or restricted end uses without required governmental authorization. Customer represents that it is not a prohibited person and is not owned, controlled by, or acting on behalf of one.
18.2 Prohibited End Uses. Customer will not use or provide the Products for prohibited end uses, including support for nuclear, chemical, or biological weapons proliferation or missile technology, without required U.S. government authorization.
18.3 Publicity. Unless an Order states otherwise, Perimetrics may include Customer in customer lists and use Customer’s name and logo in connection with Perimetrics marketing, subject to Customer’s trademark guidelines, and as part of due diligence for a bona fide financing or sale. Within sixty (60) days after Customer’s initial acceptance of these Terms or as otherwise mutually scheduled, the parties may work together on a case study describing Customer’s use of the Products. Upon reasonable request, Customer will serve as a reference for potential Perimetrics customers, subject to applicable confidentiality, privacy, and professional obligations.
19.1 Governing Law. These Terms are governed by the laws of the State of Washington, without regard to conflict-of-law principles.
19.2 Good-Faith Consultation. If a party claims breach, the parties will consult informally and in good faith regarding cure and appropriate restitution. Consultation will begin within ten (10) days after receipt of a written request to consult and will not exceed thirty (30) days. Except for requests for injunctive or emergency relief, neither litigation nor arbitration may be pursued until this consultation process has been exhausted.
19.3 Binding Arbitration. Any dispute not resolved through consultation will be finally settled by binding, expedited arbitration under the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted in the State of Washington, or another location mutually agreed in writing, before one or more arbitrators selected under those rules. Proceedings will be in English, evidence will be submitted in English, and the English-language version of these Terms controls. The arbitrator’s decision is final and binding and may be enforced in any court with jurisdiction. The arbitrator may not alter an explicit provision of these Terms.
19.4 Court Proceedings and IP Matters. The arbitration requirement does not apply to disputes concerning the scope, validity, or enforceability of Perimetrics intellectual property, or to requests for injunctive relief concerning intellectual property or confidentiality obligations, or to enforcement or recognition of an arbitration award or order. For court proceedings permitted under this Section, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Seattle, Washington, and waive objections based on inconvenient forum to the extent enforceable.
19.5 Fees and Costs. In an action or proceeding to enforce rights under these Terms, the prevailing party is entitled to recover costs and reasonable attorneys’ fees to the extent permitted by Applicable Law. In arbitration, each party will initially bear its own presentation costs, including attorneys’ fees and expert fees, and other arbitration fees and expenses will initially be shared equally, subject to reallocation in the final award in reasonable relation to the outcome.
19.6 Limitations Period. A demand for arbitration may not be made after the time when a legal or equitable proceeding based on the same dispute would be barred by the applicable statute of limitations.
20.1 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, employment, franchise, or agency relationship, and neither party has authority to create obligations on behalf of the other except as expressly stated.
20.2 Force Majeure. Except for payment obligations, neither party is liable for failure to perform caused by circumstances beyond its reasonable control, including severe weather, fire, flood, earthquake, vandalism, accidents, sabotage, power failure, denial-of-service or similar attacks, Internet failure, acts of God, war, terrorism, riots, civil disturbances, labor disruptions, pandemics, epidemics, governmental actions, or comparable events.
20.3 Assignment and Subcontractors. Neither party may assign these Terms or an Order without the other party’s consent, except that Perimetrics may assign them in connection with a merger, reorganization, or sale of all or substantially all of the stock, assets, or business to which they relate. Perimetrics may use subcontractors to perform its obligations and remains responsible for their acts and omissions to the extent stated in these Terms and any applicable BAA. Any unauthorized assignment is void.
20.4 Entire Agreement. These Terms, applicable Orders, and any incorporated BAA constitute the entire agreement between Customer and Perimetrics concerning the subject matter they cover and supersede prior or contemporaneous communications and proposals on that subject. Additional or conflicting terms in Customer-generated purchase orders, acknowledgments, procurement portals, or other documents are rejected and have no effect unless expressly accepted by Perimetrics under Section 1.4.
20.5 No Waiver; Severability. A failure to enforce a provision is not a waiver. If a provision is held unenforceable or invalid, it will be limited or eliminated only to the minimum extent necessary, and the remainder will remain in effect.
20.6 Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation.” No usage of trade or regular practice between the parties will alter these Terms. To the extent permitted by law, these Terms will not be construed more strictly against one party merely because that party drafted them.
20.7 Changes to These Terms. Perimetrics may update these Terms for future Orders and future subscription renewal periods by posting or otherwise providing the updated Terms. A material change will not retroactively alter a then-current fully paid committed subscription term unless required by Applicable Law, reasonably necessary for security or regulatory compliance, or accepted by Customer. If Customer does not agree to updated Terms that will apply to a future renewal, Customer may prevent renewal by providing timely non-renewal notice under Section 5.4.
20.8 Notices. Notices under these Terms must be sent to the Customer contact information in the applicable Order or account and, for Perimetrics, to the address and email below, or to an updated notice address provided in writing. Notices are deemed given when received if personally delivered; when delivered by email if the sender does not receive a bounce-back; or upon receipt if sent by certified or registered mail, return receipt requested, postage prepaid.
Notices to Perimetrics:
Perimetrics, Inc.
8561 154th Avenue NE, Building H, Suite 260
Redmond, WA 98052
Email: support@perimetrics.ai
END OF TERMS