EULA

XLDENT END USER LICENSE AGREEMENT

1. GENERAL: READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. THIS AGREEMENT WILL GOVERN YOUR USE OF THE SOFTWARE AND DOCUMENTATION IN THIS PACKAGE. BY INSTALLING THE SOFTWARE, YOU ACKNOWLEDGE HAVING READ THIS AGREEMENT, UNDERSTOOD IT AND AGREE TO BE BOUND BY ITS PROVISIONS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD PROMPTLY RETURN THE SOFTWARE AND DOCUMENTATION TO THE VENDOR THAT YOU PAID FOR THE RIGHT TO USE THE SOFTWARE FOR A REFUND OF THE AMOUNT PAID. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN YOU AND VALSOFT CORPORATION, INC - XLDENT ("XLDENT") CONCERNING THE SOFTWARE AND ACCOMPANYING DOCUMENTATION, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION. NO PURCHASE ORDER OR OTHER COMMUNICATION WILL BE CONSTRUED AS, OR CONSTITUTE A WAIVER OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR ACCEPTANCE OF ANY ADDITIONAL TERMS, CONDITIONS OR SPECIFICATIONS, AND XLDENT HEREBY OBJECTS TO SUCH ADDITIONAL OR CONTRARY TERMS, CONDITIONS OR SPECIFICATIONS.

2. TERM: This Agreement is effective upon installation of the Software and will continue until terminated. You may terminate this Agreement at any time by giving a written notice of termination at least thirty (30) days prior to the beginning of the renewal term. XLDENT may terminate this Agreement immediately upon notice if You breach any provision of this Agreement. Your obligations of security, secrecy, return or destruction of the Software and Documentation and nondisclosure, will survive any termination of this Agreement.

3. LICENSE: XLDENT grants, and You accept, a single, personal, non-transferable, non-assignable and non-exclusive license to use the Documentation, and the Software in object code form only, subject to all the terms and conditions of this Agreement.

You may Use the Software only for the subscription period for which XLDent has received your On-Premise Subscription License fee.

The Software is licensed for Your internal business purposes. No rights to sublicense or market the Software or Documentation are granted. All rights not specifically granted to You by this Agreement will remain in XLDENT. You acknowledge that the Software and Documentation are proprietary products of, and contain proprietary information developed by XLDENT and will remain the property of XLDENT. You must not modify the Software, or attempt to decompile, cross compile, disassemble, reverse engineer, or use any other means to decode the Software.

You may duplicate the Software and Documentation for backup, archiving, security or as otherwise authorized by XLDENT, but all copyright or proprietary notices included in the original must be included in all copies or partial copies.

3.1 TITLE. Title and full ownership rights to the licensed software and any copies thereof furnished under this agreement shall belong solely to XLDENT. The customer acknowledges that the licensed software is a proprietary asset and valuable trade secret of XLDENT regardless of whether it is validly copyrighted or patented. The Customer shall affix such evidence of ownership by XLDENT on the licensed software as requested by XLDENT. In the event any other individual or entity has a proprietary interest in said licensed software, the Customer shall also execute such agreement(s) as required by such individual or entity as respects the Customer's use of said licensed software. The Customer shall not copy or permit the copying by others of the licensed software without the prior written consent of XLDENT on a case by case basis.

3.2 ASSIGNMENT. The Customer's rights in and to the licensed program as a result of this agreement may not be assigned, pledged, or otherwise transferred either voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of XLDENT and any such action without written consent shall be null and void.

3.3 UTILIZATION OF LICENSED SOFTWARE. The licensed software may be used only for, by, and on the behalf of the Customer to which the right to use has been granted and only in connection with the operation of the Customer's dental practice. All data processed by the licensed software must be the property of the Customer.

3.4 CESSATION OF BUSINESS. In the event the Customer shall cease doing business, shall be declared bankrupt, or shall suffer any attachment or lien to remain on the licensed software for more than 30 days, the license granted by this agreement shall immediately terminate.

3.5 NON DISCLOSURE. The Customer agrees not to provide or otherwise make available any licensed program, in any form, or any materials related thereto, to any person other than its employees, without the prior written consent of XLDENT. The Customer agrees that it will take appropriate action with respect to its employees or other persons permitted access to the licensed program to satisfy the Customer's obligation under this agreement with respect to use, copying, modifications and protection and security of the licensed program.

3.6 THIRD PARTY SOFTWARE UPGRADES. Customer is required to update to the most current version of third party auxiliary utility programs and operating systems upon the request of XLDENT. Upgrade costs are the responsibility of the customer.

COVENANTS, REPRESENTATIONS AND WARRANTIES OF XLDENT

4. SOFTWARE. XLDent warrants that, during the forty five (45) day period (the “Software Warranty Period”) that commences on the date that XLDent Enabled Use of the Software, the Program, when properly Used, shall perform substantially in accordance with the Documentation. XLDent does not warrant or represent that Your Use of the Software will be uninterrupted or error free. You may terminate this Agreement in writing within the Warranty period, discontinue Use of and return all copies You have of the Software to XLDent, and XLDent will ensure that You receive a refund of the On-Premise Subscription License fees You paid prior to the written termination by You. XLDENT GRANTS NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ON ANY LICENSED SOFTWARE PROGRAM, SPECIFICALLY EXCLUDING ALL THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH THE EXPRESS WARRANTY OF PROVIDING CORRECTIVE OR REPLACEMENT SOFTWARE BEING IN LIEU OF ALL OTHER WARRANTIES. UNDER NO CIRCUMSTANCES SHALL XLDENT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE PROGRAM.

4.1 CORRECTIONS. XLDENT shall provide the Customer, during the warranty subscription period, any and all releases, error corrections or modifications of the licensed software program which are designed or developed by XLDENT and released to its other customers during said period at no charge.

4.2 INFRINGEMENT INDEMNITY. XLDENT shall hold harmless and defend Customer against any claim that the use of the licensed software program by the Customer under this agreement infringes upon any patent, copyright, trademark, or other proprietary right belonging to another individual or entity.

4.3 TERMINATION OF WARRANTY. The warranty expressed in 3.1 shall terminate if the Customer modifies the licensed software in any manner without the prior written approval of XLDENT. Unacceptable environmental conditions, accidents, and misuse of the software shall also terminate the warranty.

5. SUPPORT. If You are entitled to receive Customer Support as part of a separately purchased Service Plan for Your On-Premise License or as part of Your On-Premise Subscription License, XLDent warrants that while Your Service Plan is in effect and if You have paid all required Service Plan fees, support staff will be available to assist You with general information regarding the configuration, installation and use of the Software, and to respond to support requests regarding errors in the Software, during XLDENT’s normal hours of support operations. XLDENT will not be responsible for the correction of an error that results from unauthorized access to the Software or database. XLDENT will make available to You the updates, modifications and enhancements to the Software and Documentation that XLDENT makes generally available to its customers for support and maintenance services. All updates, modifications and enhancements to the Software and Documentation that are provided to You will be considered part of the Software and Documentation for all purposes of this Agreement. Beginning as of the date twelve (12) months from the date you first install the Software, XLDENT’s support services will renew for an additional period of twelve (12) months each, unless You or XLDENT give notice of an intention not to renew such services at least thirty (30) days prior to the beginning of the renewal term. You will be obligated to pay XLDENT, at the rates then in effect, for each renewal term of services, within thirty (30) days after XLDENT’s invoice.

6. LIMITATION OF LIABILITY: XLDENT WILL NOT BE LIABLE (I) IN ANY EVENT FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE SOFTWARE OR ITS USE BY YOU OR ANY OTHER PERSON, OR (II) FOR ANY FAILURE OF XLDENT IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING LIABILITY FOR NEGLIGENCE) EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF XLDENT. IN ANY AND ALL CASES, XLDENT'S MAXIMUM LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT WILL BE LIMITED TO THE AMOUNTS THAT YOU PAID FOR THE RIGHT TO USE THE SOFTWARE UNDER THIS AGREEMENT.

7. APPLICABLE LAW: This Agreement is governed by the laws of the State of Minnesota, without reference to its provisions on the conflicts of laws. Any dispute, claim or controversy arising out of or relating to this Agreement will be resolved in the courts of the State of Minnesota, to the nonexclusive jurisdiction of which the parties hereby submit themselves.

8. RESTRICTED RIGHTS LEGEND: The Software is delivered as “Commercial Computer Software” as defined in DFARS 48 CFR 252.227-7014. All Software and Documentation acquired by or for the U.S. Government is provided with Restricted Rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions described in FAR 48 CFR 52.227-14 or DFARS 48 CFR 252.227-7014, as applicable. Technical Data acquired by or for the U.S. Government, if any, is provided with Limited Rights. Use, duplication or disclosure by the U.S. Government is subject to the restrictions described in FAR 48 CFR 52.227-14 or DFARS 48 CFR 252.227-7013, as applicable.

9. HIPAA Privacy and Security Regulation Compliance: For the purposes of this Agreement, and to the extent XLDENT is deemed to be Your “Business Associate” (as defined below), XLDENT and You will comply with the “HIPAA Rules” (as defined below) and the following:

a. DEFINITIONS

Terms used in this Section 9 but not otherwise defined, including the following terms, shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information (or PHI), Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information (or Unsecured PHI), and Use.

HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.

b. XLDENT’S OBLIGATIONS

i. Prohibition on Unauthorized Use or Disclosure. XLDENT shall not Use or Disclose PHI other than as permitted or required by the HIPAA Rules, this Agreement, or as Required By Law.

ii. Safeguards. XLDENT shall use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent Use or Disclosure of PHI other than as provided for by this Agreement.

iii. Duty to Report Violations. XLDENT shall report to You any Use or Disclosure of PHI not provided for by the HIPAA Rules or this Agreement of which it becomes aware, including breaches of Unsecured PHI as required at 45 CFR § 164.410, and any Security Incident of which it becomes aware.

iv. Subcontractors. XLDENT shall, in accordance with 45 CFR §164.502 (e)(1)(ii) and §164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of XLDENT agree to the same restrictions, conditions, and requirements that apply to XLDENT with respect to such information.

v. Access to PHI. Within fifteen (15) days of a request by You, XLDENT shall make available PHI in a Designated Record Set to You as necessary to satisfy Your obligations under 45 CFR § 164.524.

vi. Amendment to PHI. Within thirty (30) days of a request by You, XLDENT shall make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by You pursuant to 45 CFR § 164.526, or take other measures as necessary to satisfy Your obligations under 45 CFR § 164.526.

vii. Accounting of Disclosures. XLDENT shall maintain, and within thirty (30) days of Your request make available, the information required to provide an accounting of Disclosures to You as necessary to satisfy Your obligations under 45 CFR § 164.528.

viii. Compliance with Requirements. To the extent XLDENT is to carry out one or more of Your obligation(s) under Subpart E of 45 CFR Part 164, XLDENT shall comply with the requirements of Subpart E that apply to You in the performance of such obligation(s).

ix. Inspection of Books and Records. XLDENT shall maintain and make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.

c. PERMITTED USES AND DISCLOSURES

i. Permitted Use and Disclosure. XLDENT may only Use or Disclose PHI as necessary for the purpose of providing services to You as set forth in this Agreement.

ii. Required by Law. XLDENT may Use or Disclose PHI as Required By Law.

iii. Minimum Necessary. XLDENT agrees to make Uses and Disclosures and requests for PHI consistent with Your Minimum Necessary policies and procedures.

iv. Other Permitted Uses and Disclosures. XLDENT may not Use or Disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by You except for the specific Uses and Disclosures set forth below:

(a)XLDENT may Use PHI for the proper management and administration of XLDENT or to carry out the legal responsibilities of XLDENT.

(b)XLDENT may Disclose PHI for the proper management and administration of XLDENT or to carry out the legal responsibilities XLDENT, provided the Disclosures are Required By Law, or XLDENT obtains reasonable assurances from the person to whom the information is Disclosed that the information will remain confidential and Used or further Disclosed only as Required By Law or for the purposes for which it was Disclosed to the person, and the person notifies XLDENT of any instances of which it is aware in which the confidentiality of the information has been breached.

(c)XLDENT may provide Data Aggregation services relating to Your Health Care Operations.

(d)XLDENT may de-identify any and all PHI created or received by You under this Agreement; provided, however, that the de-identification conforms to the requirements of the HIPAA Rules. Such resulting de-identified information would not be subject to the terms of Section 9 or the HIPAA Rules, and XLDENT may Use and/or Disclose such de-identified information.

v. Pursuant to an Authorization. XLDENT may Use or Disclose PHI pursuant to a valid authorization by an Individual that satisfies the requirements of 45 CFR § 164.508.

d. YOUR OBLIGATIONS

i. Notice of Limitation. You shall notify XLDENT of any limitation(s) in Your Notice of Privacy Practices under 45 CFR § 164.520, to the extent that such limitation may affect XLDENT’s Use or Disclosure of PHI.

ii. Notice of Revocation of Authorization. You shall notify XLDENT of any changes in, or revocation of, the permission by an Individual to Use or Disclose his or her PHI, to the extent that such changes may affect XLDENT’s Use or Disclosure of PHI.

iii. Notice of Restriction. You shall notify XLDENT of any restriction on the Use or Disclosure of PHI that You have agreed to or are required to abide by under 45 CFR § 164.522, to the extent that such restriction may affect XLDENT’s Use or Disclosure of PHI.

iv. Impermissible Requests. You shall not request XLDENT to Use or Disclose PHI in any manner that would not be permissible under Subpart E of 45 CFR Part 164 if done by You except for the specific Uses and Disclosures set forth in Section 9(c)(iv) above.

v. Obtaining Consent. You shall obtain any consent, authorization or permission that may be required by the HIPAA Rules or applicable state laws and/or regulations prior to furnishing XLDENT, or allowing XLDENT to obtain on Your behalf, the PHI pertaining to an individual.

vi. Notwithstanding anything to the contrary in this Agreement, You shall not furnish XLDENT PHI that is subject to any arrangements permitted or required of You under the HIPAA Rules that may impact in any manner the Use and/or Disclosure of PHI by XLDENT under this Agreement, including, but not limited to, restrictions on the Use and/or Disclosure of PHI as provided for in 45 CFR § 164.522 and agreed to by You.

e. BREACH NOTIFICATION

i. Breach Notification. As soon as reasonably possible, and in all cases within thirty (30) days of the first day on which any employee, officer, or agent of XLDENT either knows or, by exercising reasonable due diligence, would have known that a Breach of Unsecured PHI has occurred, XLDENT shall notify You of such Breach. The notification shall include the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by XLDENT to have been, accessed, acquired, Used, or Disclosed during such Breach. The notification shall also include:(1) a brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known; (2) a description of the types of Unsecured PHI that were involved in the Breach (such as full name, social security number, date of birth, home address, account number, or disability code); (3) recommended steps that Individuals should take to protect themselves from potential harm resulting from the Breach; and (4) a brief description of what XLDENT is doing to investigate the Breach, to mitigate harm to Individuals, and to protect against any further Breaches. XLDENT shall maintain evidence to demonstrate that any required notification under this paragraph was made unless XLDENT determines that a delayed notification applies.

ii. Delayed Notification to You. If a law enforcement official states in writing to XLDENT that the notification to You required under Section 9(e)(i) above would impede a criminal investigation or cause damage to national security, then XLDENT may delay the notification for any period of time set forth in the written statement of the law enforcement official. If the law enforcement official provides an oral statement, then XLDENT shall document the statement in writing, including the name of the law enforcement official making the statement, and may delay the required notification for no longer than thirty (30) days from the date of the oral statement, unless the law enforcement official provides a written statement during that time that specifies a different time period. XLDENT shall be obligated to maintain evidence to demonstrate that the required notification under this paragraph was made.

f. TERMINATION

i. Termination for Cause. Upon Your knowledge of a material breach of this Section 9 by XLDENT, You shall provide written notice of the breach to XLDENT and provide an opportunity for XLDENT to cure the breach or end the violation within thirty (30) business days of such written notice, unless cure is not possible. If XLDENT fails to cure the breach or end the violation within the specified time period or cure is not possible, You may terminate this Agreement immediately upon written notice, unless termination is infeasible.

ii. Effect of Termination. Except as provided in this Section 9(f)(iii), upon termination of this Agreement for any reason, XLDENT, with respect to PHI received from You, or created, maintained, or received by XLDENT on Your behalf, shall:

(a)Retain only that PHI which is necessary for XLDENT to continue its proper management and administration or to carry out its legal responsibilities;

(b)Return to You or, if agreed to by You, destroy the remaining PHI that XLDENT still maintains in any form;

(c)Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI to prevent Use or Disclosure of the PHI, other than as provided for in this Section 9(f)(ii) for as long as XLDENT retains the PHI;

(d)Not Use or Disclose the PHI retained by XLDENT other than for the purposes for which such PHI was retained and subject to the same conditions set forth in Section 9(c) above which applied prior to termination; and

(e)Return to You or, if agreed to by You, destroy the PHI retained by XLDENT when it is no longer needed by XLDENT for its proper management and administration or to carry out its legal responsibilities.

g. MISCELLANEOUS

i. Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.

ii. Amendment. XLDENT and You agree to take such action as is necessary to amend this Section 9 from time to time as is necessary for compliance with the requirements of the HIPAA Rules and any other applicable law.

iii. Survival. The respective rights and obligations of XLDENT under Sections 9(f) and 9(g) shall survive the termination of this Agreement.

iv. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules.