11/2018

exocad GmbH

Terms and Conditions
for Download ofLibraries
General terms and conditions for the download of libraries fromexocad owned websites

exocad.com

Terms and Conditions forDownload of Libraries

These Terms and Conditions apply to and exclusively
govern the use of Libraries offered for download byexocad to authorized Licensees of exocad Software.

1.

DEFINITIONS

1.1

In connection with these Terms and Conditions
the following capitalized terms shall have themeaning ascribed to them in this Section 1:

2. SCOPE OF THE TERMS AND
CONDITIONS
2.1These Terms and Conditions exclusively apply
to the download and use of Libraries by you.
exocad may, from time to time and in its sole
discretion grant you access to different
Libraries via the closed user portal of theWebsite. For accessing the Libraries via theWebsite it is generally required to have theexocad Software under an active and valid
license acquired by one of exocad’s distributors
or resellers, an active update contract in case ofa perpetual license as well as the license
specific serial number available.

2.2

By downloading a Library from the Website you
acknowledge and agree to these Terms andConditions. exocad does not agree to any othergeneral terms and conditions, even if it has not
expressly objected such terms and conditions.
In case you act as employee or representative
for an authorized end user of exocad you
warrant that you are duly authorized by therespective end user to act on his behalf andbindingly enter into these Terms and Conditionsin the name of and on behalf of the respectiveend user who will be bound by these Terms andConditions as Licensee.

2.3The Libraries have not been developed byexocad but by various Third Party
Manufacturers. These Third Party
Manufacturers have agreed towards exocadthat exocad may grant its end users access totheir Libraries for the purpose of using it during
the regular workflow within the exocad
Software. Hence, exocad is merely providing
access to the Libraries but is not itself theproducer or developer of the Libraries and assuch not responsible for the correctness orcompleteness of the data contained in theLibraries.

a) “exocad” means exocad GmbH, Julius-ReiberStr. 37, D-64293 Darmstadt, Germany, thedeveloper of exocad Software and operator of
the Website who is your contract partner withregards to the download of the Libraries;b) “exocad Software” means the exocad
DentalCAD software as well as all othersoftware products developed by exocad;c) “Libraries” means digital libraries containing
data which can be used in connection with theexocad Software e.g. for designing implant
based restorations;d) “Licensee” or “you” means the existing end
users being the owner of a valid license of
exocad Software who is granted access to theLibraries via the Website;e) “Party” means either you or exocad, “Parties”
means both you and exocad;

ADMLE_TC_Libraries-en_2022-12f) “Terms and Conditions” means the contractual
terms of these Terms and Conditions for
Download of Libraries including any schedules,
appendices or addenda;g) “Third Party Manufacturers” means
manufacturers of e.g. implant materials whichhave developed the respective Libraries in theirown responsibility and licensed the Libraries to
exocad for the purpose of sub-licensing theLibraries to its Licensees;h) “Website” means the websitewww.exocad.com or other websites which areoperated by exocad and via which you are
granted access to the Libraries.

© exocad GmbH, Rosa-Parks-Str. 2, 64295 Darmstadt, Germany
Copying, publishing, extracting content or transfer to third party is prohibited without written permission of exocad GmbH.

2 of 5

Terms and Conditions for
Download of Libraries

3. ACCESS TO DOWNLOAD AREA
3.1

Access to the download area will be disabled
when the Licensee no longer has an active andvalid exocad Software license or in case of aperpetual license the Licensee doesn’t has anactive and valid update contract.

4. LICENSE TERMS
4.1

4.2

ADMLE_TC_Libraries-en_2022-12

4.3

the features of the exocad Software. You may
only use the Libraries on the device the exocad
Software is installed on in compliance with therespective EULA. For the avoidance of doubt, itis prohibited to utilize the Libraries or any data
derived from the Libraries for the purpose ofusing, testing, developing or any otherapplication/third party tools.

All Libraries accessible via the Website are andremain the sole property of the respective
Third Party Manufacturer. All right, title andinterest in and to the Libraries remain with theThird Party Manufacturer except where exocad
grants you an expressive sub-license in theseTerms and Conditions.
Upon clicking the download button on theWebsite and accepting these Terms andConditions exocad grants you a non-exclusive,royalty-free, non-transferrable, nonsublicensable, worldwide sub-license tomaintain an electronic copy of the respective
Library and use this copy of the Library solely inconnection with your authorized use of theexocad Software acquired from exocad or oneof its authorized distributors or resellers. Inaddition, the license terms of your exocad
EULA apply mutatis mutandis also to theLibraries unless these Terms and Conditions
vary from the EULA.
The sub-license granted to you under thisSection 4 expires upon termination pursuant toSection 8 or on expiration or termination ofyour exocad Software license (whichever isearlier).

4.4 You are solely entitled to use the Libraries forown business purposes within the exocad
Software. In no event are you entitled to sharethe Libraries with third parties, whether against
remuneration or not or use the Libraries for any
other purpose than within the boundaries of

4.5

You are only entitled to use the Libraries, if theLibraries as well as the individual parts (e.g.
Implant parts) included in the Library areapproved (e.g. from a regulatory perspective) by
the Third Party Manufacturer for the respective
country/territory for usage in conjunction withexocad Software.

4.6

You are not entitled to modify, amend,
decompile or extract any data contained in theLibraries.

5. UPDATES
5.1

Third Party Manufacturers may update theirLibraries and related data from time to time.
exocad may grant you access to updated
Libraries via the closed user portal of theWebsite in its sole discretion.

6. USAGE DATA
6.1

exocad is entitled to extract and collect yourusage data of the Libraries in connection withthe exocad Software in anonymized form, i.e. it
is not possible for exocad to match any of theextracted usage data to you or one of yourpatients. exocad will solely use this data forevaluating the use of and improving andenhancing the exocad Software.

© exocad GmbH, Rosa-Parks-Str. 2, 64295 Darmstadt, Germany
Copying, publishing, extracting content or transfer to third party is prohibited without written permission of exocad GmbH.

3 of 5

Terms and Conditions for
Download of Libraries

7.

WARRANTY AND LIABILITY

7.1

exocad is not the developer or manufacturer ofthe Libraries but has only licensed these infrom Third Party Manufacturers and has nottested the Libraries. Hence, exocad cannot give
any warranty with regards to the correctness,completeness, usability or fitness for a specificpurpose of the Libraries. Before application forreal patient use of the Libraries you must duly
test and evaluate the Libraries. Libraries are
not necessary or required to operate theexocad Software. If you voluntarily decide touse any Libraries in connection with the exocad
Software, you do so at your own risk. For
exocad’s warranties and liability with regards tothe exocad Software the respective EULAapplies.

ADMLE_TC_Libraries-en_2022-12

7.2

7.3

Should you become aware of any malfunctions,
incorrect data or similar occurrences which
affect or may affect the usability of the Libraries
you must notify the respective Third Party
Manufacturer immediately and provide allrespective information and documentation. If
you notify exocad, exocad will forward thenotice directly to the respective Third Party
Manufacturer and request remediation. If
exocad comes to the conclusion that a Library
incurs a risk for patient safety exocad will until
the respective defect is remedied by the Third
Party Provider inform you accordingly andinstruct you to refrain from using the affected
Library. This will not affect the general usabilityof the exocad Software according to its productspecifications. If you continue using an Library
despite a respective warning notice of exocad,
you are solely responsible for such use.
exocad is only liable for any damages incurredby you in case they (a) result from willful
misconduct of exocad, (b) result from grossnegligence of exocad, (c) are damages to life,
body or health, (d) result from exocad’s breachof its material contractual obligations underthese Terms and Conditions or (e) were coveredby a guarantee of exocad or result from afraudulently concealed defect. The liability
under applicable mandatory product liability
provisions remains unaffected. In all othercases the liability of exocad shall be excluded.
7.4

In the case of Section 7.3(d) the liability islimited to a sum that equals the damage
typically foreseeable by exocad at the time ofcontract conclusion.

7.5

exocad is not liable for any damage incurred
due to the use of the Libraries outside thepermitted use as set forth in these Terms andConditions.

7.6

All claims against exocad to compensation fordamages or reimbursement for expenditure aretime-barred two (2) years after they arise.

8. TERM AND TERMINATION
8.1

exocad may at any time in its sole discretioncease operating the Website and offering you
any Libraries in the future. In this case exocad
will inform you in due time.

8.2

Each single sub-license for a Library enters into
effect at the moment you click the respective
download button after having acknowledged
and accepted these Terms and Conditions. Eachsublicense remains in effect as long as yourlicense for the exocad Software is in effect.

8.3

exocad may terminate any sub-license granted
to you under these Terms and Conditions and/orblock your access to the Library and/or thedownload section of the Website (a) without
giving any reasons after a period of two weeks
following a respective notice or (b) withimmediate effect if you are in material breach ofyour contractual obligations under these Terms
and Conditions, in particular of the license terms
in Section 4, or (c) if Third Party Manufacturer
does not approve the use of the Library or its
parts in the respective country/territory.

© exocad GmbH, Rosa-Parks-Str. 2, 64295 Darmstadt, Germany
Copying, publishing, extracting content or transfer to third party is prohibited without written permission of exocad GmbH.

4 of 5

Terms and Conditions for
Download of Libraries

8.4

After termination or expiration of a sub-licenseor all sub-licenses you must immediately ceaseusing the respective Libraries and permanently
delete all copies of the Libraries.

ADMLE_TC_Libraries-en_2022-12

9. MISCELLANEOUS
9.1

The Agreement shall be solely governed bysubstantive laws of the Federal Republic of
Germany with the exception of its provisions on
the conflict of laws and the United Nations
Convention on Contracts for the InternationalSale of Goods (CISG).

9.2

Place of performance is exocad’s registeredoffice.

9.3

The exclusive place of jurisdiction for all
disputes arising from and in connection withthis Agreement is exocad’s registered office. If
exocad raises an action, then it is also entitled
to select the place of jurisdiction atDistributor’s domicile. The right of both Parties
to request temporary relief before thecompetent courts according to the statutory
provisions shall remain unaffected.

9.4

Should any provision of these Terms andConditions be or become wholly or partiallyinvalid, the validity of the remaining provisions
shall not be affected. The invalid provisions
shall in this case be replace by a legallyeffective provision which corresponds as far as
possible to the original intention in legal andcommercial terms.

exocad GmbHas at: 1. November 2018

© exocad GmbH, Rosa-Parks-Str. 2, 64295 Darmstadt, Germany
Copying, publishing, extracting content or transfer to third party is prohibited without written permission of exocad GmbH.

5 of 5