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DentalMaster Subscription Agreement

This Master Subscription Agreement (the “Agreement”) is entered into by and between Mdsimulation LTD (“DentalMaster”) and the customer identified in the applicable Order Form (“Customer”). This Agreement is effective as of the date specified in the Customer’s Order Form (the “Effective Date”).

1. OBLIGATIONS OF “DENTALMASTER”

As a “DentalMaster” license holder, the customer will receive the following services:

• A usage license for the software Personal Assistant 400, Personal Assistant 3D, Edentulous 3D, Analyzer, DentPlan3D, and DirectInfo via the “DentalMaster” Cloud.
• Support services including user assistance, updates, and software patches.
• Support reviews as described in Exhibit B.
• The right to order professional services (consulting, development, training) as described in Exhibit B.

2. CUSTOMER OBLIGATIONS

The customer must facilitate the execution of “DentalMaster”’s obligations by providing the required information within three (3) days of request. Any delay in providing information does not suspend the customer’s payment obligations.

If the customer under-reports the use of “DentalMaster” software, this will be considered a material breach of contract. “DentalMaster” may then terminate the agreement and/or charge back the unpaid amount at the initial rate, increased by a factor of two (2).

3. FEES AND PAYMENTS

• The customer agrees to pay the fees specified in the order form.
• Fees are exclusive of taxes and additional charges.
• Payment due within 30 days from the invoice date.
• Late payment: interest of 1.5% per month, compounded quarterly.
• If a payment delay exceeds 30 days, “DentalMaster” may suspend services until full payment is made.
• “DentalMaster” may adjust its fees upon contract renewal with 30 days’ notice.

4. CONFIDENTIALITY

• Any information marked as confidential may not be disclosed to third parties without prior consent.
• In case of judicial request, the affected party must inform the other party before disclosure.

5. INTELLECTUAL PROPERTY RIGHTS & COPYRIGHT

• The customer receives a usage license and not ownership rights.
• Any violation of intellectual property rights will result in immediate termination of the license and legal action against the infringing party.
• All content, software, animations, and visual materials provided by “DentalMaster” are protected under copyright laws. Unauthorized reproduction, distribution, or modification of any content is strictly prohibited and will be prosecuted to the fullest extent of the law.

6. SERVICE WARRANTY

• “DentalMaster” guarantees service execution in compliance with industry standards.
• In case of a defect, the customer must report the issue within 15 days.
• “DentalMaster”’s sole obligation in case of non-compliance is to re-perform the relevant service.

7. LIMITATION OF LIABILITY

• “DentalMaster” is not liable for indirect, consequential, or special damages.
• “DentalMaster”’s liability is limited to the last payment made by the customer.

8. TERM AND TERMINATION

• The agreement is effective for the duration specified in the order form.
• Automatic renewal unless terminated with 90 days’ notice.
• A material breach not remedied within 30 days may result in termination.

9. CANCELLATION RIGHTS

• Customers may cancel their subscription at any time.
• Cancellation requests must be made via the account settings on our platform or by contacting info@dentalmaster.com.
• Once canceled, the subscription will remain active until the end of the current billing cycle.

10. GENERAL PROVISIONS

• The contract is governed by the region of the Main Office of Mdsimulation LTD Exclusive jurisdiction of the courts in the region of the Main Office of Mdsimulation LTD.
• No transfer of rights without prior written consent.
• Please note: While our central support uses a Belgian phone number, DentalMaster is not located in Europe. Our services and operations are managed globally.

11. ORDER OF PRECEDENCE

• In case of conflict, the precedence is as follows:
  1. Order Form
  2. This Agreement
  3. Exhibits A and B

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Exhibit A – License Types

1. Free License: Limited access to informational features.
2. Subscription License: Ongoing access to software with support and updates.
3. Annual License: Annual payment for continued use.
4. One-Time License: Permanent access without recurring fees.

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Exhibit B – Support Services

1. Technical Support

• Assistance via email, chat, and phone.
• Response time varies by severity level:
  • Severity A: Critical malfunction (priority response).
  • Severity B: Major functionality issues.
  • Severity C: Minor issue or inquiry.

2. Professional Services (additional charges apply)

• Consulting and training.
• Custom development.

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Support Contact: info@dentalmaster.com | Tel: +32 25881911 | WhatsApp: +32 469 129123

Adress: yaacov rosen 3 Ramat Gan 52546 Israel

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Updated Version – Compliant with legal and business requirements.