January 13, 2025
These Terms of Service (“Terms”) govern your access and use of the Amora platform and related services (the “Services”) offered by Zofim Health Technology (“Zofim,” “we,” “us,” or “our”). By creating an account, executing an Order, or otherwise accessing or using the Services, you (“Customer,” “you,” or “your”) agree to be bound by these Terms, as well as our Privacy Policy and any other applicable policies or agreements referenced herein.
If you do not agree to these Terms, you may not use the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In such a case, references to “you” and “your” will refer to that entity.
1. Definitions
“Acceptable Use Policy” means any policy (if applicable) provided by Amora Vision specifying use restrictions for the Services, which may be updated from time to time.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Authorized Users” means individuals who are authorized by Customer to access and use the Services.
“Confidential Information” has the meaning set out in Section 8 (Confidentiality).
“Customer Data” means all data, information, files, images, text, or other content (including any medical or dental imaging data, anonymized or otherwise) that you upload to or process within the Services.
“Documentation” means user manuals, onboarding materials, or other guides provided by Amora Vision that describe how to access and use the Services.
“Effective Date” means the earliest date when you either create an account, place an Order, or otherwise begin using the Services.
“Fees” means any charges for the Services, as set out in an applicable Order or pricing schedule.
“Intellectual Property Rights” means all intellectual property rights including patents, trademarks, service marks, copyrights, trade secrets, moral rights, and any other proprietary rights recognized by law.
“Order” means any form (online or otherwise) executed by the Customer and accepted by Amora Vision that specifies the Services or subscription plans being purchased, along with associated Fees and other relevant terms.
“Platform” means Amora Vision’s AI-powered software-as-a-service (SaaS) system for dental imaging analysis, computer vision, real-time collaboration, and related features, including all software, interfaces, APIs, and other technology made available by Amora Vision.
“Professional Services” means any consulting, training, implementation, or other specialized services you order from Amora Vision, beyond the standard platform subscription.
“Term” means collectively, the Initial Term and any Renewal Term(s), as defined in Section 3.1 below.
“Third-Party Services” means third-party software or integrations that may be used in conjunction with, or made available through, the Platform.
2. Scope of Services
2.1 Provision of Services
Subject to these Terms and any Orders, Amora Vision will make the Services available to you and your Authorized Users.
We will use commercially reasonable efforts to ensure the Services are available as set out in any applicable Service Level Agreement (if provided).
2.2 Authorized Users
You are responsible for maintaining the confidentiality of all login credentials for Authorized Users.
You must promptly notify us if you suspect any unauthorized access or misuse of the Services.
You are fully responsible for all actions taken by your Authorized Users in connection with the Services.
2.3 Modifications to the Services
We may update or modify the Services at our discretion. Such updates will not materially degrade the Services during any active subscription term.
We reserve the right to discontinue or introduce new features, packages, or functionality. If we materially modify your specific plan, we will notify you in advance, and any changes will take effect in the next subscription renewal or as otherwise stated.
2.4 Professional Services
If you purchase additional Professional Services (e.g., specialized AI model training, consulting, or implementation), the scope and Fees for those services will be stated in an Order or Statement of Work.
Deliverables arising from Professional Services may be subject to separate ownership terms, which will be specified in the Order or the applicable agreement.
2.5 Third-Party Services
Some elements of the Services may allow you to integrate or use Third-Party Services.
We are not responsible for such Third-Party Services, and your use of them is at your sole discretion and subject to their own terms.
3. Term and Termination
3.1 Term
These Terms commence on the Effective Date and continue until all Orders have expired or been terminated in accordance with these Terms.
Each Order includes an Initial Term and may automatically renew for additional periods (each a “Renewal Term”), unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term or as otherwise stated in the Order.
3.2 Termination for Cause
Either party may terminate these Terms (and any applicable Orders) on thirty (30) days’ written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period.
If either party becomes insolvent, bankrupt, or is placed into receivership, the other party may terminate immediately upon written notice.
3.3 Effect of Termination
Upon expiration or termination of these Terms for any reason:
All rights and licenses granted to you under these Terms immediately end.
You shall pay any outstanding Fees due up to the date of termination.
Each party must return or destroy any Confidential Information of the other party in its possession (except for routine backups and archival copies, which remain subject to confidentiality obligations).
We are under no obligation to maintain your Customer Data after termination, unless otherwise specified in an Order or as required by law.
4. Fees and Payment
4.1 Fees
You agree to pay all Fees as set forth in the applicable Order or on our website (if you subscribed online).
All Fees are exclusive of taxes, duties, and levies. You are responsible for any such taxes (other than taxes on our net income).
4.2 Invoicing and Payment
Payment terms will be specified in the Order or at the time of checkout. Fees may be charged in advance, periodically (e.g., monthly or annually), or as otherwise agreed.
Late payments may incur interest at the rate of one-and-one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower.
4.3 Fee Adjustments and Audits
If your usage exceeds the limits of your subscribed plan (e.g., additional Authorized Users, extended file storage, or higher data processing volume), we may charge additional Fees as described in the Order or rate card.
We may conduct an audit of your usage (electronically or otherwise) to ensure compliance with applicable plan limits and to calculate any additional Fees.
5. Intellectual Property Rights
5.1 Ownership; License Grant
Amora Vision IP. As between you and Zofim, Zofim owns all Intellectual Property Rights in the Services (including any enhancements, modifications, or derivative works). We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the Term solely for your internal business purposes.
Customer Data. As between you and Amora Vision, you retain all rights, title, and interest in your Customer Data. You hereby grant us a non-exclusive, worldwide, royalty-free license to process, store, and transmit your Customer Data as necessary to provide the Services. Where lawful and subject to our Privacy Policy or other relevant legal agreements, you also grant us a right to use de-identified or anonymized Customer Data for the purpose of improving our algorithms, models, and Services.
5.2 Restrictions
You agree not to, and you will not permit or assist others to:
Use the Services in violation of any law, regulation, or third-party right.
Sublicense, resell, distribute, or otherwise commercialize the Services unless expressly permitted.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Services, unless such restriction is prohibited by applicable law.
Introduce any Harmful Code (e.g., viruses, worms, trojan horses) or interfere with the operation of the Services.
Use the Services to develop a competing product or service.
6. Representations and Warranties
6.1 Mutual Representations
Each party represents and warrants that:
It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
It has the legal power to enter into and perform its obligations under these Terms; and
It will comply with all applicable laws and regulations relevant to the performance of these Terms.
6.2 Amora Vision Warranties
We warrant that the Services will substantially conform to the Documentation under normal use and circumstances.
We warrant that any Professional Services will be performed in a professional and workmanlike manner by personnel with sufficient skill and expertise.
In the event of a breach of this warranty, your sole remedy is for us to (a) use commercially reasonable efforts to correct the non-conformity, or (b) if we cannot correct it within a reasonable time, permit you to terminate the affected Order and refund any prepaid, unused Fees.
6.3 Customer Warranties
You represent and warrant that:
You have obtained and will maintain all necessary licenses, consents, and permissions needed to provide Customer Data for use with the Services;
You have a lawful basis for uploading any Personal Data contained in Customer Data; and
Your Customer Data and use of the Services does not infringe or violate any laws or third-party rights.
6.4 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMORA VISION DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Indemnification
7.1 Amora Vision Indemnification
We will defend or settle any claim brought against you by a third party alleging that the Services infringe such third party’s Intellectual Property Rights, and will pay all damages finally awarded or settlement amounts agreed upon, provided that you (a) promptly notify us in writing of the claim, (b) give us sole control of the defense and settlement, and (c) reasonably cooperate with us.
If such a claim is made or appears possible, we may (i) secure the right for you to continue using the Services, (ii) modify the Services, or (iii) terminate the applicable Order and issue you a prorated refund of prepaid, unused Fees. This Section states our entire liability and your exclusive remedy for claims of IP infringement.
7.2 Customer Indemnification
You will defend and hold harmless Amora Vision from and against all damages, costs, and expenses (including reasonable attorneys’ fees) arising from or related to a third-party claim that (a) your Customer Data, or (b) your use of the Services in violation of these Terms, infringes any third-party right or violates any law, provided that Amora Vision (i) promptly notifies you of the claim, (ii) gives you sole control of the defense and settlement, and (iii) reasonably cooperates with you.
8. Confidentiality
8.1 Confidential Information
“Confidential Information” means any non-public or proprietary information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is either labeled “confidential” or that a reasonable person should understand is confidential by the nature of the information.
Confidential Information does not include information that (a) is or becomes publicly known without breach of any obligation, (b) is received from a third party without restriction, (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or (d) was lawfully known to the Receiving Party prior to disclosure.
8.2 Confidentiality Obligations
The Receiving Party shall not disclose any Confidential Information to any third party (other than its employees, agents, or subcontractors who need the information to perform under these Terms and who are bound by written confidentiality obligations at least as protective as these Terms).
The Receiving Party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the Disclosing Party (unless legally prohibited) and cooperate with any attempt to seek a protective order or otherwise limit disclosure.
9. Limitation of Liability
EXCEPT FOR EITHER PARTY’S (A) WILLFUL MISCONDUCT OR FRAUD, (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, OR (C) YOUR BREACH OF SECTION 5.2 (RESTRICTIONS):
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, DATA LOSS, OR REPLACEMENT COSTS, ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY CUSTOMER TO AMORA VISION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations set forth in this Section 9 are fundamental elements of the basis of the bargain between the parties and shall apply even if the remedy fails of its essential purpose.
10. Non-Solicitation
During the Term and for six (6) months thereafter, neither party shall knowingly solicit for employment or contract (either directly or indirectly) any employee of the other party who was directly involved in the performance or receipt of the Services, without the other party’s prior written consent. General public solicitations not specifically targeted at the other party’s personnel are not a violation of this Section.
11. General
11.1 Publicity
You agree that Amora Vision may include your name and logo in our customer lists, on our website, and in our marketing materials, unless you request otherwise in writing.
11.2 Force Majeure
Neither party shall be liable for delays or inability to perform caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, natural disasters, governmental orders, or internet or telecommunications failures (“Force Majeure Event”). If the Force Majeure Event persists for more than three (3) months, either party may terminate these Terms upon written notice.
11.3 Assignment
Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempted assignment is void.
11.4 Updates to Terms
We may amend or update these Terms from time to time. We will notify you (e.g., by email or conspicuous posting on our website) at least ten (10) days before such changes become effective. Your continued use of the Services after the effective date of an update constitutes your acceptance of the revised Terms.
11.5 Waiver
No waiver of any right under these Terms shall be effective unless in writing and signed by an authorized representative of the waiving party. Failure to exercise any right under these Terms shall not constitute a waiver of future rights.
11.6 Severability
If any provision of these Terms is deemed invalid, illegal, or unenforceable, such provision shall be deemed modified to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
11.7 Entire Agreement
These Terms (together with any applicable Orders, policies, or addenda referenced herein) constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, or communications.
11.8 Relationship of the Parties
Nothing in these Terms shall create a partnership, franchise, joint venture, agency, or fiduciary relationship between the parties. Neither party is authorized to act on behalf of the other or to bind the other in any way.
11.9 Notices
Notices under these Terms shall be in writing and deemed given upon the earlier of actual receipt or one (1) business day after sending by reputable courier or email to the contact details specified in the Order (or to the contact details provided by you in your account).
11.10 Governing Law; Venue
These Terms are governed by and construed in accordance with the laws of England & Wales, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms shall be brought exclusively in the courts located in London, England, and each party irrevocably consents to the personal jurisdiction and venue of such courts.
By using Amora Vision’s Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.