Optio Dentistry™ OptioTV™ Online License Agreement ("Agreement")

This is an agreement between you (hereinafter referred to as "You" or "Your") and Optio Publishing Inc. ("Optio") (each a "Party" and together, the "Parties"). For good and valuable consideration, the Parties agree as follows:

Section 1 - Definitions. In this Agreement:

1.1"Apps" mean the software applications developed by Optio, entitled Optio DentistryTM or Optio TVTM, which are used to display the Content in Your dental office.
1.2"Authorized End User" means users of the Website or Apps who access Content in accordance with the terms and conditions of the Website and Optio's End User Terms and Conditions.
1.3"Content" means the videos, slides, or images that reside on Optio Servers and is made available to You, along with all future Content Changes furnished to You by Optio, together with any associated user guides or materials.
1.4"Content Change" has the meaning ascribed to it in Section 2.7.
1.5"Current Content" means the initial library of Content made available to You upon activation of your account.
1.6"Embed Code" means the pre-packaged set of commands provided to You by Optio in order to embed the Content in Your Website.
1.7"End User Terms and Conditions" means the terms and conditions of use of the Content furnished by Optio through the Embed Code and applicable to Authorized End Users of the Content.
1.8"New Content" has the meaning ascribed to it in Section 2.7.
1.9"Optio Servers" means servers or server space, owned or leased by Optio.
1.10"Video Stream" means the start of the delivery of a video file as initiated by You or an Authorized End User.
1.11"Website" means the website located at the URL provided by You to Optio.

Section 2 - Content Access.

2.1Grant of License. Optio hereby grants You, and You hereby accept from Optio, a non-exclusive, non-transferable (except as set forth herein) license to use the Apps and Content and to incorporate the Content into Your Website and to access and use the Apps and Content as specifically provided for herein (the "License"). No other rights are granted to You and You covenant not to make any other use of the Apps and Content whatsoever, including but not limited to, copying, reverse engineering, disassembling, modifying, renting, leasing, loaning, distributing or creating derivative works from the Apps and Content, or transmitting the Apps and Content over a network.
2.2License Fee. By completing the online subscription for the License, You agree to pay to Optio the fees described in the online order form, on the terms and conditions in the online order form and this Agreement (the "License Fee").
2.3Implementation. Upon acceptance of this Agreement and completion of the online subscription, Optio will provide You with detailed instructions for, and assistance with, the installation and implementation of the Apps and Content.
2.4Authorized Website Use. During the term of this Agreement You and Authorized End Users are authorized to access the Content through the Embed Code. You and Authorized End Users use of the Content is restricted to viewing the Content using the ordinary functionality provided by Optio and accessible through the use of the Embed Codes.
2.5Authorized App Use. During the term of this Agreement You are authorized to use the Apps in the location of the dental office You provided at the time You entered into this Agreement or other locations approved by Optio.
2.6Maintenance. While Optio will use reasonable commercial efforts to provide continuous access to the Apps and Content, Optio reserves the right to suspend access to the Apps and Optio Servers at any time for maintenance purposes, without prior notice to You.
2.7

Content Changes.

  1. By entering into this Agreement, the Parties acknowledge and agree that the Current Content shall be made available to You immediately upon activation of Your account and that You approve of the inclusion of each item in the Current Content library for use in the Apps and on Your Website.
  2. Optio reserves the right to make changes to the Content, including by adding or removing Content (each, a "Content Change"). Optio will send a notification email regarding each Content Change to the email address You provide Optio.
  3. When a Content Change involves adding Content (“New Content”), You will be required to review and approve any New Content before it will be added to Your account.
  4. When a Content Change involves removing existing Content, such Content will automatically be removed from Your account.
2.8Embed Code Updates. Optio may, from time to time, make changes to, add, remove or update the Embed Code ("Embed Code Updates") and will notify You as they are made. Embed Code Updates are required to maintain the functionality and usability of the Content and accordingly they are mandatory. Your only recourse in the event that You do not accept an Embed Code Update shall be to terminate this Agreement in accordance with Section 4.1.
2.9Maximum Monthly Use. You, or Authorized End Users, may Video Stream video Content up to a maximum monthly amount of five hundred (500) Video Streams. In the event that You exceed this amount in any given month You will be charged an additional $0.015 for each Video Stream in excess of the maximum monthly amount of five hundred (500).

Section 3 - Intellectual Property and Confidentiality.

3.1Optio Ownership. The Apps and Content and intellectual property related thereto (the "Intellectual Property") are owned or duly licensed by Optio and are protected by Canadian intellectual property laws and applicable international laws, treaties, and/or conventions. Optio (and its licensors) own and retain all right, title and interest in and to the Apps and Content. You agree to use Your best efforts to protect the Intellectual Property from unauthorized use, reproduction, distribution or publication. You shall not during or at any time after the expiry or termination of this Agreement in any way question or dispute Optio's (or its licensors) ownership of the Intellectual Property.
3.2Confidential Information. As part of this Agreement, Optio may disclose to You certain confidential or proprietary information relating to the Content or the business of Optio (the "Confidential Information"). Unless otherwise indicated in writing, You agree not to disclose any Confidential Information, whether oral or written or in other tangible form without Optio's prior written consent.
3.3Injunctive Relief. You acknowledge that any breach of this Section 3 by You may cause Optio irreparable harm. Accordingly, in addition to any legal remedies available to Optio for losses or damages resulting from such breach, Optio shall have the right to seek a restraining order, injunction, specific performance, or other equitable relief (or the equivalent of any such relief, though known or designated by some other name or term) from any court of competent jurisdiction.

Section 4 - Termination.

4.1Notice of Termination. Either Party may terminate this Agreement for any reason upon 30 days' notice in writing to the other Party.
4.2Termination by Optio. Optio may terminate this Agreement immediately upon any default of Your obligations hereunder that is not cured within ten days of receipt of notice thereof, or if You make an assignment in bankruptcy or a trustee is appointed to undertake all or part of Your property.
4.3Your Responsibilities on Termination. Upon termination of this Agreement pursuant to this Section 4, the license granted by Optio pursuant to Section 2.1 shall be terminated. You shall immediately discontinue use of the Apps and Content. Termination of this Agreement shall not relieve You of Your obligation to pay all fees that have accrued or are otherwise owed by You under this Agreement, as of the date of termination.

Section 5 - Warranty and Limited Liability and Indemnity.

5.1No Representations. The Apps and Content is provided "as is" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. OPTIO DOES NOT WARRANT THAT THE APPS AND CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE APPS AND EMBED CODE OR OPTIO SERVERS WILL BE ERROR-FREE.
5.2Exclusive Remedy. The entire risk as to the quality and performance of the products is with You. OPTIO'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE TERMINATION OF THIS AGREEMENT.
5.3LIMITED LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL OPTIO BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
5.4Indemnity. You agree to indemnify Optio against all liabilities, costs and expenses of any kind which Optio may incur as a result of any third party complaint or claim relating to Your, or any Authorized End User’s, use of Apps and Content, including any complaint or claim for negligence, violation of personal privacy or infringement of any copyright or other proprietary right relating to the use of the Apps and Content.

Section 6 - General.

6.1Assignment. This Agreement shall be binding on and enure to the benefit of Optio and its successors and assigns. This Agreement may not be transferred or assigned by You without the prior written consent of Optio.
6.2Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
6.3Waiver and Amendment. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other, or subsequent, default or breach. This Agreement may not be modified or amended except by a subsequent written agreement signed by the Parties.
6.4Entire Agreement. This Agreement, together with the online order form, constitutes the entire agreement between the Parties and supercedes all prior agreements, written or oral, concerning the subject matter of this Agreement.
6.5Governing Law. This Agreement shall be construed in accordance with the laws of the Province of Nova Scotia and the laws of Canada, applicable therein. The Parties hereby attorn to the jurisdiction of the courts of the Province of Nova Scotia in respect of any claim that arises pursuant to this Agreement.
6.6Force Majeure. Optio shall have no obligation to provide hosting or other services pursuant to this Agreement to the extent and for the period that Optio is prevented from doing so by reason of any cause beyond its reasonable control, including without limitation the inability to use or the failure of any third-party telecommunications carrier or other services.
6.7Survival. Section 1, Section 3, Section 5, and Subsection 6.8 shall survive the termination or expiry of this Agreement.
6.8Notices. Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be delivered in person, sent by registered mail or air mail as appropriate, properly posted and fully prepaid in an envelope properly addressed or sent by facsimile or by electronic mail to, in the case of Optio, 200-6265 Quinpool Rd, Halifax, NS B3L 1E9, or in the case of You, the email address that You provided at the time You entered into this Agreement. Any such notice shall be in the English language and shall be considered to have been given at the time when actually delivered if delivered by hand, or upon the next working day following sending by facsimile or electronic mail or in any other event within 10 days after it was mailed in the manner provided.
6.9Optio may change or alter the terms of this Agreement from time to time by providing notice to You of such changes or alterations. In the event that You do not accept such changes, Your sole recourse under this Agreement shall be to terminate this Agreement in accordance with Section 4.1.

Last updated: 2024-02-14