Apex Sensor Club Agreement

Masterlink, LLC. Subscription Agreement

 

IMPORTANT – READ THESE TERMS CAREFULLY BEFORE CONFIRMING YOUR MASTERLINK ORDER

IN CONSIDERATION OF the mutual covenants and promises in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Masterlink, LLC. leases the Equipment to the Lessee, and the Lessee leases the Equipment from Masterlink, LLC. on the following terms:

Definitions

The following definitions are used but not otherwise defined in this Agreement:

• “Retail Cost” means the current market value of the Equipment, which has an approximate value of $5,495.00.
• “Equipment/Sensor” means Apex Dental X-Ray Sensor.
• “Total Loss” means any loss or damage that is not repairable or that would cost more to repair than the market value of the Equipment.

When you confirm your Apex Sensor Club order, you acknowledge that you have read this subscription agreement and agree to be bound by its terms. If the party named as the subscriber in the order confirmation is a corporation, institution or other legal entity, you represent that you are authorized on behalf of such entity to bind such entity to this subscription agreement. This is an agreement between you (the individual, corporation, institution or other legal entity identified in the order confirmation via the Masterlink website) and Masterlink, LLC. Masterlink, LLC. reserves the right to refuse acceptance of your order and the terms of this agreement.

 

Lease: Masterlink, LLC. is leasing Sensor(s) to you for duration of this subscription. Ownership of the Sensor is not being transferred from Masterlink, LLC. to you. You must return Sensor(s) to Masterlink, LLC. upon termination of the subscription. Masterlink, LLC. will provide you with a prepaid shipping label. You are solely responsible for proper care and use of the Sensor during the subscription period.

You will bear all risk of loss (including theft or damage due to fire, flood or other casualty loss) with respect to the Sensor from the date of your receipt from Masterlink, LLC. until the Sensor is returned to Masterlink, LLC.. All Sensors returned to Masterlink, LLC.  must be in the same condition as originally provided to you except for normal wear and tear. If you do not return the Sensor(s) in the same condition (except for normal wear and tear), Masterlink, LLC. reserves the right to charge you a per Sensor “damaged equipment” fee in the amount of Fourteen Hundred Ninety Five Dollars ($1,495).

Masterlink, LLC. will remotely disable the service upon failure to pay the periodic service fee, termination of your subscription or in the case of loss or theft.

 

Term: Masterlink, LLC. offers a one year subscription term plan. For these plans, the subscription period will commence on the date of Sensor shipment to you and will continue for a period of one year thereafter, as the case may be.

At the end of the subscription term, the subscription will automatically renew on a month to month basis unless you or Masterlink, LLC. provide written notice at least 10 calendar days prior to the end of such term.  Masterlink, LLC. may terminate your subscription at any time for any reason (e.g., failure to pay subscription price when due or failure to periodically register via the Masterlink, LLC. website). If you terminate at least 10 days prior to the end of the current billing cycle, then your subscription will terminate on the last day of such billing cycle. Otherwise your subscription will terminate at the end of the next billing cycle. You are responsible for payment of the subscription price up through the last day of the applicable billing cycle.

 

Termination or Expiration: If you choose to terminate the Apex Sensor Club Service prior to the end of the term, Masterlink, LLC. shall charge $100 per month of the remaining period of the term.

If you terminate the contract or it is terminated by you or Masterlink, LLC. for any reason, then you will return the Sensor(s) to Masterlink, LLC at the address: 24654 N. Lake Pleasant Pkwy. Suite 103-501 Peoria, AZ 85383.  Masterlink, LLC. will provide you with a prepaid shipping label. If you do not return the Sensor(s) within 30 days after termination or expiration, Masterlink, LLC. reserves the right to charge you a per Sensor “lost equipment” fee in the amount of Five Thousand Four Hundred Ninety Five Dollars ($5,495).

Masterlink, LLC. reserves the right to terminate this agreement if you fail to meet terms of this agreement or if you establish a history of handling or misusing sensors in a way that cause premature failure outside of expected rates.

 

Use of Equipment: The Lessee will use the Equipment in a good and careful manner and will comply with all of the manufacturer’s requirements and recommendations respecting the Equipment and with any applicable law, whether local, state or federal respecting the use of the Equipment, including, but not limited to, environmental and copyright law.

The Lessee will use the Equipment for the purpose for which it was designed and not for any other purpose.

Unless the Lessee obtains the prior written consent of Masterlink, LLC., the Lessee will not alter, modify or attach anything to the Equipment unless the alteration, modification or attachment is easily removable without damaging the functional capabilities or economic value of the Equipment.

License to Software: Masterlink, LLC. grants to you, as licensee, a limited, non-exclusive, non-transferable license to use the Masterlink, LLC. software application(s) and all maintenance updates and certain updates thereto (the “Apex Software” or the “Software”).

Each Apex Sensor + Software plan includes the ApexCloud Imaging Software which includes (6) capture licenses and unlimited viewing. Additional Capture licenses can be purchased for a fee. Hardware must meet the approved hardware list published on the Apex Sensor website. Software upgrades that introduce major additional functionality are not licensed hereunder, but may be offered at an additional charge.

You have no ownership rights in the Apex Software. Rather, you have a license to access and use the Software for the duration of the subscription. Ownership of the Software and all intellectual property rights therein shall remain at all times with Masterlink, LLC. (or if applicable a third party licensor). Any access or use of the Software by any other person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement.

The Masterlink Software contains material that may be protected by patent, copyright and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Masterlink, LLC. (or, if applicable, a third party licensor).

You agree not to publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software or any part thereof. You acknowledge that the Masterlink, LLC. Software contains proprietary trade secrets of Masterlink, LLC. or if applicable a third party licensor, and you agree to maintain the confidentiality of the App software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information, but in no event less than reasonable care.

 

Use of Compatible Computer: In order to use the Apex Sensor Club Service, you must provide at your own expense a computer meeting requirements in the Apex Sensor User Manual.  The service does not include the required computer.

Masterlink, LLC. does not provide any maintenance or repair services for compatible computers. You bear the sole responsibility to maintain and repair compatible computers at your own expense. Likewise, Masterlink, LLC. does not provide anti-virus software as part of the Service. You bear the sole responsibility to purchase and manage all virus issues in connection with compatible smart devices. Further, the Apex Sensor Club Service does not include any security software for the computer. You bear the sole responsibility to manage and maintain firewalls or other appropriate security for data residing on compatible computer.

 

Location: You will keep and use the Sensor and Software only at the address provided during purchase and you agree not to move them without approval from Masterlink, LLC.  Masterlink, LLC. will not unreasonably deny approval.

 

Support: 24-7 self-help support is available online at www.dentalsensors.com/contact-us. Remote support experts are available during normal business hours (Arizona Mountain time time) at (800) 869-0915 to assist with installation, hardware or software issues related to Apex Sensors and Software. Training shall also be provided for Apex Sensors and Software.

 

15 Day Performance Guarantee: (for new customers only). If you are not satisfied with the Apex Sensor or Service for any reason, simply notify Masterlink, LLC. at any time within 15 days of the commencement of the subscription period and return the Sensor in the same condition it was received within such 15 day period, and fees will be refunded hereunder. This offer is available to new customers only.

 

Warranties: Masterlink, LLC. warrants to you that the Sensor, Software and Apex Sensor Club Service will perform in substantial compliance with its published specifications during the subscription period. The warranty does not apply: (i) if the Sensor is contaminated with blood or other potentially infectious substances; (ii) if the Sensor or Software are used with equipment other than the list of compatible computers published in the Apex Sensor User’s Manual; (iii) in the event of alteration or improper storage, handling, use or maintenance of the Sensor by anyone other than Masterlink, LLC. or its authorized representatives; (iv) to any damage caused by an external source, regardless of nature; and (v) for damage due to neglect or misuse of the Sensor.

If a Sensor fails to meet published specifications, you may request an RMA to return the Sensor to Masterlink, LLC. so that Masterlink, LLC. may repair or replace the Sensor.  Masterlink, LLC.’ obligations under the warranty are limited, at Masterlink, LLC.’ option, to repair or replacement.  Replacement Sensor may be new or refurbished, but will meet published specifications.

Masterlink, LLC. will provide you with a pre-paid shipping label for returning failed Sensor on the RMA and ship a replacement sensor within 1 business day of issuance of the RMA via overnight method within the continental United States.

Accessories (including holders, sheaths and USB extension cables) shipped with the Sensor are warranted for manufacturing defects during the subscription period.  However, these items are considered consumables and will need replaced periodically at your expense

 

Loss and Damage: If the Sensor is damaged due to neglect, fire, flood or any other casualty event, then Masterlink, LLC. will, at its option, repair or replace the Sensor up to a maximum of one event per sensor.  Masterlink, LLC. reserves the right to charge you Fourteen Hundred Ninety Five Dollars ($1,495) for the each replacement sensor thereafter.

To the extent permitted by law, the Lessee will be responsible for risk of loss, theft to the Equipment from any and every cause.

In the event of loss or theft of the Equipment, the Lessee will provide the Masterlink, LLC. with prompt written notice of such loss and will pay to the Masterlink, LLC. all unpaid Rent for the Term plus the current retail cost of the Equipment, at which point ownership of the Equipment passes to the Lessee.

In the event that the failed sensor is not returned to Masterlink, LLC. within 15 days. Masterlink, LLC. reserves the right to charge you Fourteen Hundred Ninety Five Dollars ($1,495) for the replacement sensor.

 

Buyout Option: The Apex Sensor Club Plan comes with a pro-rated buyout option. You have the option to buy the sensor at the end of the first twelve (12) months. The cost to purchase the Apex Sensor after 12 months is Four Thousand Dollars ($4000). The cost to purchase the Apex Sensor after twenty four (24) months is Three Thousand Dollars ($3000). The cost to purchase the Apex Sensor after thirty six (36) months is Two Thousand Dollars ($2000). The cost to purchase the Apex Sensor after forty eight (48) months is One Thousand Five Hundred Dollars ($1500). The cost to purchase the Apex Sensor after Sixty (60) months is One Thousand Dollars ($1000). Masterlink, LLC. reserves the right to change the buyout prices at any time.

 

12-Month Buyout	24-Month Buyout	36-Month Buyout	48-Month Buyout	60-Month Buyout
$4000	$3000	$2000	$1500	$1000

 

 

Taxes: The Lessee will report and pay all taxes, fees and charges associated with the Equipment, with the use of the Equipment, and with revenues and profits arising out of the use of the Equipment, including, but not limited to, sales taxes, property taxes, and license and registration fees. The Lessee will pay any and all penalties and interest for failure to pay any tax, fee or charge on or before the date on which the payment is due. The Lessee will pay any and all penalties and interest for failure to report required information to any taxing authority with jurisdiction over the Lessee or the Equipment. If the Lessee fails to do any of the foregoing, the Masterlink, LLC. may, but is not obligated to, do so at the Lessee’s expense.

Notwithstanding any other provision of this Agreement, the Lessee will not be required to pay any tax, fee or charge if the Lessee is contesting the validity of same in the manner prescribed by the legislation governing the imposition of same, or in the absence of a prescribed form, in a reasonable manner. However, the Lessee will indemnify and reimburse Masterlink, LLC. for damages and expenses incurred by Masterlink, LLC. arising from or related to the Lessee’s failure to pay any tax, fee or charge, regardless of whether the Lessee is contesting the validity of the same or not.

If the Lessee fails to pay any and all taxes, fees, and charges mentioned in this Agreement and Masterlink, LLC., on behalf of the Lessee, pays the same, the Lessee will reimburse Masterlink, LLC. for the cost upon notification from Masterlink, LLC. of the amount.

 

General Terms. The following additional terms shall be applicable to your subscription to the Apex Sensor Club Service:

 

Default and Remedies: If you do not pay any subscription payment by the due date or if you break your agreement with us you will be in default.  If you are ever in default we may do any one or all of the following (a) deactivate the Sensor; (b) terminate this agreement; (c) charge you 10% interest on any amount not paid when due or the maximum rate permitted by applicable law, whichever is less. In any action initiated to enforce the terms hereof following your default, Masterlink, LLC. shall be entitled to recover as part of its damages all costs and expenses, including reasonable attorneys’ fees, in connection with such action.  If the sensor is deactivated you agree that Masterlink, LLC. will not be responsible for any consequential indirect or incidental damages whatsoever.

 

Force Majeure: Each party shall be excused from performing its obligations (except for payment obligations) arising from any delay or default caused by events beyond its reasonable control including, but not limited to, acts of God, acts of third parties, acts of any civil or military authority, fire, floods, war, embargoes, labor disputes, acts of sabotage, riots, accidents, delays of carriers, subcontractors or suppliers, voluntary or mandatory compliance with any government act, regulation or request, shortage of labor, materials or manufacturing facilities.

 

Assignment: You have no right to sell, transfer, assign or sublease the Sensor or any rights or obligations under the subscription without the prior written consent of Masterlink, LLC.  Any attempted assignment without such consent shall be of no force or effect.  Masterlink, LLC. reserves a right to charge a fee for approval of any assignment.  If assignment is approved by Masterlink, LLC, the assignee will assume all right and obligations under the subscription.

 

Governing Law: It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Arizona (the “State”), without regard to the jurisdiction in which any action or special proceeding may be instituted.

 

Entire Agreement: This Subscription Agreement and the order confirmation constitute the entire understanding and agreement by and between the parties with respect to the transactions contemplated hereby, and supersede any previous understandings or agreements between the parties, whether written or oral, regarding the transactions contemplated hereby. No additional terms, conditions, consents, waivers, alterations, or modifications shall be binding unless in writing and signed by the parties. Additional or different terms and conditions, whether stated in your purchase order or other document issued by you, are specifically rejected and shall not apply to the transactions contemplated hereby.

 

Severability: If any provision of this Agreement is deemed to be illegal, unenforceable, or invalid, in whole or in part, the validity and enforceability of the remaining provisions shall not be affected or impaired, and shall continue in full force and effect.

 

Performance: The failure of you or of Masterlink, LLC. at any time to require the performance of any obligation hereunder will not affect the right to require such performance at any time thereafter.

 

Obligations: Your obligations are independent of any other obligations you may have under any other agreement, contract or account with Masterlink, LLC. You will not exercise any right of offset in connection with this subscription agreement or in connection with any other agreement, contract or account with Masterlink, LLC.

 

Payment: All dollar amounts in this agreement refer to U.S. dollars, and all payments required to be paid under this Agreement will be paid in U.S. dollars unless the Parties agree otherwise.

The Apex Sensor Club requires payments to be made with Automated Clearing House (ACH or e-checks).

 

NOTICE TO THE LESSEE: This is a lease. You are not buying the Equipment. Do not sign this Lease before you read it. You are entitled to a completed copy of this Agreement when you sign it.