Jan 1, 2024

Theses Terms of Service replace and supersede all prior versions.

I. PURPOSE AND UPDATES

1. Purpose

These Dentbird Terms and Conditions (“Terms and Conditions”) govern access to and use of and the website and mobile app of Imagoworks Inc. (“Imagoworks,” “we” or “our”)(https://imagoworks.ai, https://imagoworks.gitbook.io, https://dentbird.com, https://cloud.dentbird.com, https://crown.dentbird.com,https://accounts.dentbird.com/ (collectively, “Imago Website”)) and the use of Dentbird studio services (“Imagoworks Service”) and the rights, obligations and necessary matters between users of Imagoworks Service and Imagoworks.

These Terms and Conditions apply to all Imagoworks services by default, but separate terms and conditions and operating policies may be applicable for each individual service in order to comply with relevant laws and regulations and to achieve the purpose of each service.

2. Updates (Changes to the Terms and Conditions)

Imagoworks may make changes to the Terms and Conditions from time to time in accordance with its sales policy, and if we do, we will notify you in one or more of the following methods below:

  • Posting through one or more Imagoworks website (https://imagoworks.ai, https://imagoworks.gitbook.io, https://dentbird.com, https://cloud.dentbird.com, https://crown.dentbird.com,https://accounts.dentbird.com/)

  • Notification by email

  • Notification by mobile phone message (SMS, LMS, MMS)

  • Notification by postal mail

Unless otherwise noted, the amended Terms and Conditions will be effective immediately, and your continued use of Imagoworks Service will confirm your acceptance of the changes. If you do not agree to the amended Terms and Conditions, you may stop using Imagoworks Service and cancel your membership.

Unless otherwise stipulated in a clause or provision of these Terms and Conditions, the notifications methods of this Article apply to all cases of notification or notice stated in these Terms and Conditions.

II. MEMBERSHIP

1. Eligibility Criteria

Imagoworks Service is designed for use by individuals or legal entities who are entitled to enter into valid contracts in accordance with applicable law. Minors are not permitted to become registered members of Imagoworks Service. Applicants who do not have the ability to enter into a valid contract are expressly prohibited from creating an Imagoworks Service account. We reserve the right to accept or reject your application to use Imagoworks services.

2. Signing Up for Membership

You (including individuals, your business, corporations, and other legal) must fill the membership application form set by Imagoworks, consent to the collection, provision, and use of personal information by Imagoworks, and agree to these Terms and Conditions in order to use Imagoworks Service. If you do not agree to any of the above, you will not be able to use Imagoworks Service.

3. Account

In order to become a registered member of Imagoworks Service, you must set up an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account for all activities that occur on or through your Account, even if it is not by you or without your knowledge or consent. You further acknowledge and agree that Imagoworks Service is designed and intended for personal use on an individual basis and that your Account and/or password details should not be shared with any other individual. Imagoworks is not responsible for any loss caused by unauthorized use of your Account.

4. Membership Types

There are two types of memberships: Free Membership and Paid Membership. You can upgrade to a Paid Membership from a Free Membership, or revert to a Free Membership from a Paid Membership. If you change your membership type, access to certain services or features may be granted or suspended.

Pricing for Paid Membership is determined based on the type of Paid Membership and may include usage fees, payment processing fees, and applicable taxes and surcharges.

All payments must be made within the specified deadlines, and you are responsible for providing accurate and appropriate credit card information. If payment is not made on time, Imagoworks reserves the right to restrict all services to you or terminate access to your Account.

5. Withdrawal from Paid Membership

If you choose to stop using the Imagoworks Service, you may terminate the service by giving explicit notice to Imagoworks fourteen (14) days prior to the date of termination. In the event you choose to delete the Account, a refund of any remaining Purchased Credits is only possible if a request for such was made with Imagoworks in advance.

III. IMAGOWORKS SERVICE

1. Imagoworks Service

Imagoworks Service is a web-based artificial intelligence platform. You can access Imagoworks Service using a device that can connect to the internet, such as a personal computer, mobile phone, or tablet PC. Use of Imagoworks Service may require compatible devices, periodic software updates, internet access and may be affected by the performance of these factors. You agree that meeting these requirements is your responsibility.

2. Scope

You acknowledge and agree that Imagoworks is neither a medical institution nor a healthcare provider and that Imagoworks Service does not provide medical advice or diagnosis. Imagoworks Service does not function as a substitute for a service that provides expert opinion or professional opinion in any way. Imagoworks recommends that users of Imagoworks Service should seek professional advice or consult with medical experts along with using Imagoworks Service.

You agree to use Imagoworks Service only within the purpose permitted in accordance with these Terms and Conditions and further agree to use Imagoworks Service only within the scope of the pertinent laws and regulations of the applicable country (and region) with jurisdiction.

In the event that your use of Imagoworks Service or other activity threatens Imagoworks Service or other systems of Imagoworks, Imagoworks shall have the right to take all measures to protect Imagoworks Service or systems, including suspending your access to Imagoworks Service. In the case of repeated threats to Dentbird or other Imagoworks systems, Imagoworks shall have the right to permanently prohibit your access.

3. Restrictions and Limitations

A. Imagoworks may restrict or suspend users’ access or use of Imagoworks Services in the following cases:

  1. When there is a high possibility of a service error;

  2. The service is completely or partially unavailable for certain periods of time for reasons of planned or unplanned downtime, for maintenance or in case of technical difficulties;

  3. Operation of the service is impossible due to Force Majeure event in accordance with Section 3 of Article IX;

  4. Imagoworks must comply with relevant laws and regulations of a country/region with jurisdiction; and/or

  5. In case of cancellation of Membership.

B. Moreover, Imagoworks is not responsible for any disruptions to Imagoworks Service that are not attributable to Imagoworks. You agree that you will NOT use Imagoworks Service to:

  1. upload, download, post, email, transmit, store or otherwise make available any illegal health information content that is unlawful, invasive of another’s privacy, or otherwise objectionable;

  2. impersonate or misrepresent yourself as another person, entity, Imagoworks employee, or otherwise misrepresent your affiliation with a person or entity when registering your Account or using Imagoworks Service;

  3. engage in any copyright infringement or other intellectual property infringement (including uploading any content to which you do not have the right to upload), or disclose any trade secret or confidential information in violation of a confidentiality, employment, or nondisclosure agreement;

  4. illegally collect health information without a patient’s explicit consent;

  5. post, send, transmit or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail, spam, or chain letters, including, without limitation, bulk commercial advertising and informational announcements;

  6. upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of Imagoworks Service (or any part thereof), or any other Imagoworks software or hardware;

  7. interfere with or disrupt Imagoworks Service (including accessing Imagoworks Service through any automated means, such as scripts or web crawlers), or any servers or networks connected to Imagoworks Service, or any related Imagoworks policies or requirements, including these Terms and Conditions;

  8. causing damage to Imagoworks Service or its equipment (including through the transfer of any potentially malicious code), hacking (hijacking the operation of Imagoworks Service), or monitoring the hardware, software, equipment, or otherwise limiting or prohibiting the ability of others to use Imagoworks Service.

  9. plan or engage in any illegal activity;

  10. remove, blur, or modify copyright, trademark or other proprietary notices on Imago Website; and/or

  11. gather and store any personal or heath information of any other user of Imagoworks Service for any illegal activity or activity prohibited by these Terms and Conditions.

IV. PAYMENTS AND REFUNDS

1. Purchase Application and Consent to the Provision of Personal Information

A. Payments and refunds for the Imagoworks Service are governed by the “Act On The Consumer Protection In Electronic Commerce.” You apply for purchases regarding the Imagoworks Service using the following methods or similar methods, and Imagoworks shall provide the following with respect to purchase applications in an easily understandable manner:

  1. Searching for, and selecting, the relevant goods or services

  2. Entering email addresses or other relevant information

  3. Confirming the Terms and Conditions and related information

  4. Agreeing to the Terms and Conditions and confirming or rejecting the items mentioned in C above (e.g., by mouse click)

  5. Applying for the purchase of goods or services and agreeing to the confirmation of such purchase or Imagoworks' verification of such

B. In cases where Imagoworks needs to provide your personal information to a third party, Imagoworks shall inform you of the following: 1) the recipient of the personal information, 2) the purpose of use for the personal information by the recipient, 3) the items of personal information being provided, 4) the recipient's retention and usage period for the personal information. Consent must be obtained regarding the provision of personal information. (This also applies if any changes occur.)

C. If Imagoworks entrusts the handling of the user's personal information to a third party to facilitate business operations, Imagoworks must inform you of the following: 1) the recipient of the personal information, 2) the nature of the outsourced tasks involving personal information handling, and consent must be obtained. (This also applies if any changes occur.) However, in cases where it is necessary for the performance of the service contract and for the convenience of the user, Imagoworks can provide notice to you through the personal information handling policy using the methods stipulated in the “Act On The Consumer Protection In Electronic Commerce” without going through the notification and consent procedures.

2. Credit

2.1 General

  1. Imagoworks issues a digital record or evidence containing a fixed amount of electronic information (“Credit”).

  2. Users can purchase or receive Credit in the following ways:

    1. purchasing Credit using the payment module provided by the Imago Website (“Purchased Credit”)

    2. receiving Credit free of charge from Imagoworks based on company policies and for reasons such as marketing purposes, etc. (“Free Credit”)

  3. When you use the Imagoworks Service, the corresponding amount of Credit that you possess will be deducted in accordance with the prices set by Imagoworks for the services. In cases where you use the Imagoworks Service on a monthly subscription basis, Credit corresponding to the subscribed product will be automatically deducted on the day that marks 31 days from your payment date.

2.2 Free Credit

  1. The period of use of Free Credit may be limited depending on the purpose of its issuance. If the period of use is limited, Imagoworks will notify you of the period of use when providing Free Credit. Users should use best efforts and precautions to exercise Free Credit during the usage period. Users are solely responsible for failing to exercise Free Credit within the usage period.

  2. Free Credit is not eligible for a refund.

2.3 Purchased Credit

  1. There is no set expiration date for Purchased Credit, and you are allowed to use Purchased Credit in your possession at any time without restriction.

  2. Purchase Credit may be recharged at any time by using a Purchased Gift Card.

  3. After purchasing Purchased Credit, you may withdraw your purchase and request a refund at any time. In such cases, refunds shall be governed by Section 5 of Article IV (Payments and Refunds).

3. Gift Cards

3.1 General

Imagoworks issues gift cards, which are electronic payment methods that can be used to recharge Credit. A gift card may either be purchased for (a/the “Purchased Gift Card”) or provided free of charge (a/the “Free Gift Card”).

3.2 Free Gift Card

  1. A Free Gift Card is a gift card provided by Imagoworks based on company policies and for reasons such as marketing purposes, etc., and without any charges to an affiliate of Imagoworks (a/the “Affiliated Company”).

  2. If you use a Free Gift Card, Free Credit will be granted, and the terms of the use of the granted Free Credit will be governed by Article IV (Payments and Refunds).

  3. The period of use of a Free Gift Card may be limited depending on the purpose of issuance. Imagoworks will notify you of the expiration date when issuing a Free Gift Card. The Affiliated Company and user must use a Free Gift Card within the applicable usage period. The Affiliated Company and user are solely responsible for the failure to use a Free Gift Card within the usage period.

  4. A Free Gift Card is not eligible for a refund.

3.3. Purchased Gift Card

  1. A Purchased Gift Card is a gift card provided by Imagoworks that has been purchased by an Affiliated Company that has purchased a certain amount according to procedures agreed upon by the Affiliated Company and Imagoworks.

  2. If you use a Purchased Gift Card, Purchased Credit will be granted, and the terms of use of the granted Purchased Credit will be governed by Article IV (Payments and Refunds).

  3. The usage period of a Purchased Gift Card is not limited.

  4. An Affiliated Company may withdraw the purchase of a Purchased Gift Card and request a refund at any time before the Purchased Gift Card is used. In such cases, refunds shall be governed by Section 8 of Article IV (Payments and Refunds).

4. Supply of Goods, Etc.

A. Unless otherwise agreed upon between Imagoworks and you with respect to the timing of supply of goods or services, Imagoworks shall take the necessary measures to allow you to use Imagoworks Services when deducting Credit.

5. Refunds

A. If Imagoworks is unable to provide the goods, etc., that are requested by you due to technical issues or other specific reasons as stipulated in the Terms and Conditions, Imagoworks shall promptly notify you of such reasons and provide a refund or take the necessary actions to provide a refund within 3 business days of your payment date.

B. The STL files designed and provided to you through the Imagoworks Service (“STL Files”) are individually designed, created, and produced exclusively for you and cannot be resold to other users. Therefore, exchanges, returns, and refunds are generally restricted once the STL files have been provided, delivered, or shared with you. However, you may request a refund in the following cases where Imagoworks is at fault, and in such cases, Imagoworks will refund the deducted Credit.

  1. Occurrence of mesh distortion in the STL Files

  2. Failure of the user-applied inner surface settings to be applied to the designed STL Files

  3. Technical issues (excluding your network issues) resulting in the failure to save exported STL data

  4. Damage to the data (volume and design STL) stored in the storage subscription service

C. After purchasing Purchased Credit, you may withdraw your purchase and request a refund at any time. In such cases, Imagoworks will refund you the full amount of Purchased Credit you possess. You can request a refund in the amount corresponding to the remaining Purchased Credit shown on the Help Page of the Imago Website.

D. An Affiliated Company may withdraw the purchase of a Purchased Gift Card and request a refund at any time before the Purchased Gift Card is used. For an unused Purchased Gift Card, Imagoworks will refund the amount paid by the Affiliated Company. An Affiliated Company may request a refund for a Purchased Gift Card through the Help Page of the Imago Website.

E. Imagoworks will refund already received payments for goods, etc., within 3 business days of the date a user’s request for a refund was received in accordance with paragraph 3 above or the date an Affiliated Company’s request for a refund was received in accordance with paragraph 4 above. In cases where Imagoworks delays such a refund for goods, etc., Imagoworks will pay you interest calculated using the delay interest rate specified in Article 21-3 of the “Act On The Consumer Protection In Electronic Commerce”. Imagoworks will promptly make a request with the entity that provided the payment module through which you or the Affiliated Company made the payment for the goods or other items, to suspend or cancel the billing of the payment for the goods, etc. Imagoworks will not claim a penalty fee or seek damages from you or the Affiliated Company for the withdrawal of the offer.

F. Refunds of payments made through credit cards are subject to the policies of Payment Wall, Imagoworks' payment gateway. Accordingly, the cancellation period for credit card payments is within 180 days of your credit card payment date, and refunds of credit card payment are not possible after 180 days. For your refund requests received after 180 days of your credit card payment date, Imagoworks will transfer the corresponding amount to your Account and may contact you to obtain the necessary information for the refund process.

G. Free Credit and a Free Gift Card are not eligible for refunds.

H. If you encounter any inconveniences related to payments and refunds while using the Imagoworks Services, you can seek a resolution through the Help Page of the Imago Website.

V. PAYMENT TERMS

In accordance with Article 2, paragraph 3, the service fee for Imagoworks Service (“Service Fee”) is set in the Account and may be changed periodically by Imagoworks at its sole discretion. Any taxes or duties related to Service Fees incurred within your country will be borne by the paying member user.

VI. ATTRIBUTION OF RIGHTS RELATED TO CONTENT

1. Ownership and License

Imagoworks Service allows you to upload, submit, store, send, receive, and/or share certain information including 3D scanned image, CT data, videos, images, photos and/or other materials relating to Imagoworks Service (the “Content”). We do not have any ownership in any of your Content that you upload, submit, store, send, receive and/or share in your cloud server designated by Imagoworks Service.

You retain any and all of your rights to any Content you upload, submit, store, send, receive, and/or share through Imagoworks Service and you are solely responsible for protecting those rights. We take no responsibility and assume no liability for the Content you upload, submit, store, send, received and/or share through Imagoworks Service. However, by uploading, submitting, storing, sending, receiving and/or sharing the Content using Imagoworks Service, you grant us the right and license to use the Content to operate and improve functionality of Imagoworks Service.

2. Representation and Warranties

You are responsible for the Content that you upload, submit, store, send, received, and/or share through Imagoworks Service, including its legality, reliability, and appropriateness. By uploading, submitting, storing, sending, receiving and./or sharing Content on or through Imagoworks Service, you represent and warrant that: (i) the Content is yours (you own it) and you have the right to use it and the right to grant us the rights and license as provided in these Terms and Conditions, and (ii) that the uploading of your Content through Imagoworks Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.

VII. ATTRIBUTION OF RIGHTS RELATED TO IMAGOWORKS SERVICE

1. Intellectual Property

You acknowledge and agree that Imagoworks owns all legal rights, title and interest in and to Imagoworks Service, including but not limited to graphics, user interfaces, scripts, and software used to implement Imagoworks Service, and any software provided to you as a part of and/or in connection with Imagoworks Service (“Software”), including any and all intellectual property rights, whether registered or not, and wherever in the world they may exist, and all other materials that are stored, displayed or accessible on Imagoworks Service through the Imagoworks’ website or mobile app.

You further agree that Imagoworks Services (including the Software or any part thereof) contain proprietary and confidential information protected by applicable laws, including but not limited to copyright and patent laws. You agree not to use the Software or other proprietary information and materials in any way except to use Imagoworks Services in accordance with these Terms and Conditions. No part of Imagoworks Services may be reproduced in any form or by any means except as expressly permitted in these Terms and Conditions.

VIII. INFORMATION COLLECTED BY IMAGOWORKS

1. Member Data

“Member Data” means any information that may be generated or encountered through the use of Imagoworks Service, such as image scans, data files, written text, graphics, photographs, messages and any other materials. You understand that all Member Data, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Member Data originated. This means that you, and not Imagoworks, are solely responsible for any Member Data you upload, download, email, transmit, store or otherwise make available through your use of Imagoworks Service. Imagoworks does not control the Member Data generated, used, or encountered as a result of the use of Imagoworks Service, and Imagoworks does not guarantee the accuracy, integrity or quality of such Member Data. You understand and agree that your use of Imagoworks Service and any Member Data is solely at your own risk.

You are further responsible for obtaining any necessary right and licenses for use of the Member Data by you and/or Imagoworks as contemplated in these Terms and Conditions. You agree that you have the legal right and authority to access, use and disclose to Imagoworks any Member Data. You authorize Imagoworks to access, process, and use the Member Data as necessary to perform and fulfill its obligations hereunder.

As part of Imagoworks Service, Imagoworks may need to transfer, store, copy, delete, or edit the Member Data to cloud services designated by Imagoworks. In addition, Imagoworks may index the Member Data in order to retrieve, protect, and back up the relevant data if required. By using Imagoworks Service, users give Imagoworks the authority to manage their Member Data and related data.

You acknowledge and agree that Imagoworks may use data derived from or related to the Member Data to improve Imagoworks Service or to develop new services, including but not limited to projection data from 2D data and depth data from 3D data.

2. Personal Information

You acknowledge that, except as described in these Terms and Conditions, the personal information you provide to us or that we collect may be used and protected as described in the Imagoworks Privacy Policy (the “Privacy Policy”).

3. Anonymized Information

“Anonymized Information” refers to information that is no longer recognizable by using any other information given with reasonable time, cost, and technology. Users may provide or disclose Anonymized Information to Imagoworks and other users during the process of using Imagoworks Service. For example, photographs in which it is impossible to identify a patient by any technical means may be considered Anonymized Information.

Imagoworks does not guarantee the anonymity of a person in the Anonymized Information provided or disclosed by the user, and all risks due to insufficient anonymization are the user's responsibility. It is your responsibility to confirm the appropriate level of anonymization before providing or disclosing Anonymized Information.

You acknowledge and agree that Imagoworks has the right to use Anonymized Information for new product and/or service development.

IX. TERMINATION

These Terms and Conditions are effective unless and until terminated by either you or us. Imagoworks is also free to terminate (or suspend access to) your use of Imagoworks Service or your Account, for any reason in our discretion, including your breach of these Terms and Conditions. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms and Conditions.

You may delete your Account by terminating your membership at any time. If you terminate your Account, your Account will permanently lose access to Imagoworks Service. All expenses paid prior to your termination shall not be refunded. The termination of your Account does not exempt you from the obligation to pay expenses or charges generated prior to termination.

Imagoworks may, in its sole discretion, terminate or suspend all or part of the access authority of your Account and/or Imagoworks Service without advance notice at any time in the following cases:

  • breach of these Terms and Conditions or other policies and guidelines posted on Imagoworks Service and/or mentioned under these Terms and Conditions;

  • your request to cancel or terminate your Account;

  • by request and/or order of a judicial enforcement agency, judicial agency or other government agency;

  • unexpected technology or security problems directly caused by you;

  • your participation in fraudulent or illegal activities via Imagoworks Service; or

  • failure to pay the expenses imposed on you in relation to Imagoworks Service.

In addition, Imagoworks may, in its sole discretion, terminate your account with at least 30 days advance notice by email in the following cases:

  • Your Account has been inactive for one year or longer; or

  • There is a full or partial suspension of Imagoworks Service.

If these Terms and Conditions expire or are terminated for any reason: (a) Imagoworks is not liable to you or any third party regarding any losses inflicted by the termination of your account; (b) any and all of your liabilities to Imagoworks that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to you with respect to Imagoworks Service and intellectual property will immediately terminate; (d) you may lose all access to Imagoworks Service and any portions thereof, including, but not limited to, your Account and Member Data, (e) Imagoworks’ obligation to provide any further services to you under these Terms and Conditions will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms and Conditions.

Any other provisions that, by their nature, should survive termination of these Terms and Conditions shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights.

X. DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION AND TRADE RESTRICTIONS

Some jurisdictions do not allow the exclusion or limitation of liability by service providers. To the extent such exclusions or limitations are specifically prohibited by applicable law, some of the exclusions or limitations set forth below may not apply to you.

1. Disclaimers

Imagoworks shall use reasonable skill and due care in providing Imagoworks Service. The following disclaimers are subject to this express warranty.

Imagoworks does not guarantee, represent, or warrant that your use of Imagoworks Service will be uninterrupted or error-free, and you agree that from time-to-time Imagoworks may remove Imagoworks Service for indefinite periods, or cancel Imagoworks Service following the terms of these Terms and Conditions.

You expressly understand and agree that Imagoworks Service is provided on an "as is" and "as available" basis. Imagoworks and its officers, directors, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In particular, Imagoworks and its officers, directors, employees, agents, partners and licensors make no guarantee that (i) the service will meet your requirements; (ii) your use of the service will be timely, uninterrupted, secure or error-free; (iii) any information obtained by you as a result of the service will be accurate or reliable; and (iv) any defects or errors in the software provided to you as part of Imagoworks Service will be corrected.

Imagoworks does not represent or guarantee that Imagoworks Service will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Imagoworks disclaims any liability relating thereto.

Any material uploaded, downloaded or otherwise obtained through the use of Imagoworks Service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your device, computer, or loss of data that results from the download of any such material. You further acknowledge that Imagoworks Service is not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by Imagoworks Service could lead to personal injury, or severe physical or environmental damage.

You understand and agree that Imagoworks has no obligation to take security measures in accordance with jurisdictions’ health information laws. If you use Imagoworks Service to upload, download, post, email, transmit, store or otherwise provide health information, you are solely responsible for doing so.

For the case of users in the European Union, Imagoworks shall not be responsible for your breach of any provisions of the GDPR while using Imagoworks Service. You acknowledge and agree that you bear all responsibilities and obligations under GDPR to protect your customer information.

You confirm that when using patient's oral images (including CAD formats, image formats, and all associated information) for Imagoworks services, you have obtained appropriate consent from the patient for the use of such data. However, in cases where you have not obtained adequate consent from the patient, you guarantee that your use of this service is in accordance with the proper procedures prescribed by law such as anonymization, etc., and you acknowledge that any liability arising from non-compliance rests solely with you.

Note: The translation provided above maintains the same conditions as the original text for accuracy. However, please note that legal contexts and requirements may vary by jurisdiction, and it is essential to consult with legal professionals to ensure compliance with applicable laws and regulations.

2. Limitations of liability

You expressly understand and agree that Imagoworks and its officers, directors, employees, agents, partners and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, punitive damages or other intangible losses (even if Imagoworks have been advised of the possibility of such damages), resulting from: (i) the use or inability to use Imagoworks Service; (ii) any changes made to Imagoworks Service or any temporary or permanent cessation of Imagoworks Service or any part thereof; (iii) the unauthorized access to or alteration of your transmissions or data; (iv) the deletion of, corruption of, or failure to store and/or send or receive your transmissions or data on or through Imagoworks Service; (v) statements or conduct of any third party on Imagoworks Service; and (vi) any other matter relating to Imagoworks Service.

3. Indemnification

You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees) arising from or related to, as applicable: (a) your access to and use of Imagoworks Service; (b) violation of these Terms and Conditions by you or your authorized Account user(s), as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all free and/or paid membership members data processed by Imagoworks Service; or (e) any services or products purchased or obtained by you in connection with Imagoworks Service.

Imagoworks retains the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

4. Trade Restrictions

You acknowledge that Imagoworks Service and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Imagoworks makes available (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the Republic of Korea and other countries that may prohibit or restrict access by certain persons or from certain countries (“Trade Restrictions”). You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, or (iii) listed on any Republic of Korea government list of persons or entities with which the Korean persons are prohibited from transacting. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Service.

XI. GENERAL

1. Electronic Communications

You agree to receive all communications, agreements, and notices that we provide in connection with Imagoworks Service (“Communications”), including, but not limited to, Communications related to our delivery of Dentbird Service via electronic means, including by e-mail or by posting them on the Imagoworks Service. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

2. Assignability

You may not assign your rights or obligations, or delegate your responsibilities hereunder without Imagoworks’ prior written consent. If consent is given, these Terms and Conditions will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms and Conditions except as expressly provided in these Terms and Conditions is void. Imagoworks may, at any time, freely assign its rights, duties, and obligations hereunder without notice to you.

3. Force Majeure

We will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of Imagoworks, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages, and internet connectivity. We, if affected by the force majeure event, will provide notice to you within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

4. Governing Law

These Terms and any dispute of any sort that might arise between you and Imagoworks will be interpreted in accordance with the law of the Republic of Korea without regard to any conflict-of-law or other principles that provide for the application of the law of another jurisdiction. These Terms and Conditions expressly exclude and disclaim the terms of the U.N. Convention on Contracts for the International Sale of Goods, which shall not apply to any transaction conducted through or otherwise involving Imagoworks Service.

5. Jurisdiction and Venue

Any claim or dispute between you and Imagoworks that arises out of or is related to Imagoworks Service and is not subject to arbitration or eligible for small claims action, shall be decided exclusively by a court of competent jurisdiction located in Seoul, the Republic of Korea, and you hereby consent to and waive all defense of lack of personal jurisdiction and forum non convenience with respect to venue and jurisdiction in Seoul, the Republic of Korea.

6. Entire Agreement

These Terms and Conditions and any documents expressly incorporated by reference constitute the final, complete, and exclusive expression of the agreement between you and Imagoworks regarding these Terms and Conditions. These Terms and Conditions supersede and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to Imagoworks Service under these Terms and Conditions) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. Imagoworks hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you and conditions assenting solely based on these Terms and Conditions as offered by Imagoworks. Except as explicitly permitted in these Terms and Conditions, no modification or amendment of these Terms shall be effective unless it is in writing and signed by Imagoworks.

7. Language and Translations

Imagoworks may provide translations of these Terms and Conditions or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.

8. Waiver

The waiver by either you or Imagoworks of any breach of any provision of these Terms and Conditions does not waive any other breach. The failure of any party to these Terms and Conditions to insist on strict performance of any covenant or obligation in accordance with these Terms and Conditions will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms and Conditions.

9. Severability

If any part of these Terms and Conditions is found to be illegal, unenforceable, or invalid in any respect, the remaining portions of these Terms and Conditions will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms and Conditions is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

10. Changes to Terms of Service

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms and Conditions. The most current version of the Terms and Conditions will be posted on Imagoworks Service and it is your responsibility to check our website periodically for changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Service or via email. Your continued use of Imagoworks Service following the effective date of any changes to these Terms and Conditions constitutes acceptance of those changes. If you do not agree to the new Terms and Conditions, you may stop using Imagoworks Service.

11. How to Contact Us

If you have any questions or concerns about the Service or these Terms, please contact us at (contact@imagoworks.ai).

NextJun 1, 2023

Last updated