Asesso Terms of Purchase

Last Updated: 15 th October 2024

These Terms of Purchase (these “Terms”) govern your (“Buyer”) purchase of Products (defined below) via the website located at www.asessohealth.com and the services accessible via the Site and/or the corresponding mobile application (the “App,” and together with the Site, the “Services”) offered by Asesso Health Inc. and its affiliated dental/endodontic practices, including without limitation Cliff Dental Corporation, d/b/a Asesso Health Cliff Dental Group (collectively, “Asesso,” “we,” “us” or “our”). Buyer and Asesso are referred to individually as a “Party” and collectively as the “Parties.” These Terms are an attachment to and incorporated into Asesso’s Terms of Service by reference hereof, and any capitalized terms used but not otherwise defined herein will have the meanings ascribed to them in the Terms of Service. In the event of a conflict or inconsistency between these Terms and the Terms of Service, the Terms of Service will govern.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN BUYER AGREES TO THESE TERMS, BUYER ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN BUYER AND ASESSO THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 (DISPUTE RESOLUTION) OF THE www.asessohealth.com, WHICH ARE EXPRESSLY INCORPORATED INTO THESE TERMS, FOR DETAILS REGARDING ARBITRATION.

1. Description of Products

Asesso offers for sale certain dental-related products, including without limitation the Asesso Grindguard (“Grindguard”), Asesso Sensor (“Sensor”), Asesso Smartdock (“Smart Dock”), and facial tape, via the Services (each, a “Product” and collectively, the “Products”).

2. Prices; Minimum Quantities

The prices of the Products are as stated via the Services. Buyer is responsible for all shipping and related charges (if any) as stated in Buyer’s account via the Services (“Account”), such as in the “shopping cart” therein.

3. Taxes and Fees

All prices are exclusive of sales, use, excise, customs, export, import, commodity and any other taxes. Buyer will pay all such taxes and any license fees or other charges incidental to the sale of Products. Buyer will, at Asesso’s request, provide to Asesso reasonable proof of payment by Buyer of such taxes, fees and other charges. If Asesso is required to prepay any taxes on behalf of Buyer, Buyer will promptly reimburse Asesso for all such taxes paid.

4. Payment Terms

Full payment will be due immediately upon purchase of the Products via the Services (e.g., via checkout in Buyer’s Account). Buyer will pay all applicable fees for the purchase of any and all Products, as set forth in Section 9 of the www.asessohealth.com. If Buyer fails to make payment when due or defaults in any other way, Asesso may, in its sole discretion and without limiting any of its other rights or remedies available to it: (i) suspend or cancel shipment or Products and/or any other performance under these Terms; and/or (ii) reschedule shipment of Products. Asesso may invoice separately for each shipment of any Products and, in any case, Buyer will pay for each shipment as invoiced without regard for other shipments.

5. Shipments

Asesso will ship FCA (Incoterms 2020) to Buyer’s designated shipping address via its Account at time of purchase. Asesso may select the freight carrier, and Buyer accepts carrier selection by Asesso. Delivery of Products to the carrier constitutes delivery to Buyer, title to Products will pass to Buyer, and Buyer will have all risk of loss or damage at that time. Asesso will package the Products in accordance with Asesso’s standard practices. Asesso may make deliveries in installments with appropriate partial invoicing issued for each such installment. Asesso may, but will not be required to, shorten lead times and deliver Products more quickly than originally estimated, in accordance with Buyer requests, but reserves the right to increase pricing accordingly. Each shipment of Products to be delivered is a separate sale and Buyer will pay the price for each shipment without regard for any failure to deliver, or non-conformity of, any previous or subsequent shipment. Asesso’s breach or default in the delivery of any particular shipment will not permit Buyer the right to refuse to receive any other shipment. Buyer is not entitled to reject an otherwise conforming tender made within a reasonable time. Buyer may request in writing to cancel an order to purchase a Product prior to shipment, which Asesso may approve or deny in its discretion. Except as otherwise expressly stated in these Terms, all fees and costs due and payable by Buyer are non-cancellable and non-refundable.

6. Product Changes

Asesso may, at any time and without notice to the Buyer, change the Products in any way that does not adversely affect the form, fit, or function of the Products in any material respect.

7. Technical Assistance.

Asesso may, but is not obligated to, provide technical advice, assistance, support, or service in connection with any purchased Products.

8. Warranty; Disclaimer

a. Limited Warranty.

Asesso warrants that, for a period of one (1) year after the date of shipment, and solely for Products used and that remain within the United States, (i) the Sensor and Smart Dock will conform to Asesso’s published specifications (if any) and be free from defects in materials and workmanship under normal use; and (ii) the Grindguard will be free from defects in materials and workmanship under normal use. The Products (including replacement Products) may consist of new, used or previously-installed components. As Asesso’s sole liability and Buyer’s sole and exclusive remedy for any breach of the limited warranty set forth herein, Asesso will, at its sole option and expense, repair or replace any applicable Product returned to Asesso during the warranty period that does not comply with its applicable warranty, as confirmed by Asesso in its reasonable judgment. Replacement Products will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer. All Products that are replaced become the property of Asesso. Buyer must obtain a Return Materials Authorization number from Asesso prior to returning any Products to Asesso and, subject to the following sentence, with regard to returns of warranty defects, Asesso will bear the cost of returning Products to Asesso and, if applicable, back to Buyer. Notwithstanding the foregoing, if Asesso determines that a Product returned by Buyer complies with the warranty

b. Warranty Exceptions.

Asesso will have no obligation to the extent that any failure of a Product to comply with the limited warranty set forth in Section 8(a) results from or is otherwise attributable to: (i) negligence or misuse or abuse of the applicable Product(s); (ii) use of the applicable Product(s) other than in accordance with Asesso’s published specifications or user manual, or these Terms; (iii) modifications, alterations, or repairs to the applicable Product(s) made by anyone other than Asesso or a party authorized by Asesso; (iv) any failure by Buyer or a third party to comply with environmental and storage requirements for the applicable Product(s) specified by Asesso, including, without limitation, temperature or humidity ranges; (v) use of the applicable Product(s) in combination with any third-party devices or products that have not been provided or approved by Asesso; or (vi) use of the Products outside of the United States.

c. General Disclaimer.

EXCEPT AS EXPRESSLY STATED IN SECTIONS 8(a) AND 8(b) , ALL PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, AND WITH ALL FAULTS, AND ASESSO MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ASESSO OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Buyer. This warranty gives Buyer specific legal rights, and Buyer may also have other rights which vary by jurisdiction.

d. Medical Disclaimer.

ADDITIONALLY, BUYER UNDERSTANDS AND ACKNOWLEDGES THAT BUYER IS SOLELY RESPONSIBLE FOR USING THE PRODUCTS UNDER DIRECTION OF BUYER’S DENTAL/ENDODONTIC PROVIDER, AND THAT ASESSO DOES NOT REPRESENT, WARRANTY, GUARANTEE, OR MAKE ANY COVENANT REGARDING ANY OUTCOMES OR RESULTS OF THE PRODUCTS, OR USE THEREOF, OR THAT ANY SUCH USE WILL BE UNINTERRUPTED OR ERROR FREE.

9. Product Returns

a. Unopened Products.

Buyer may return all (but not a portion) of the Products together (the Grindguard, Smart Dock, Sensor, and all facial tape and cables) to Asesso for a full refund within fifteen (15) days of the original delivery date of such Products to Buyer, provided all such Products are unopened and sealed in their original boxes and packaging, and Asesso confirms the same. Buyer will bear the cost of shipment of the Products to Asesso. In order to initiate this full return, please contact Asesso at support@asessohealth.com.

Open-Box Products

Buyer may return all (but not a portion) of the Products together (the Grindguard, Smart Dock, Sensor, and all facial tape and cables) to Asesso, even if opened and outside of the original packaging, for a partial refund (where Buyer will receive a refund for the Smart Dock, Sensor, and facial tape, but not the Grindguard), within thirty (30) days of the original delivery date of such Products to Buyer, provided all such Products are new and unused, as confirmed by Asesso. Buyer will bear the cost of shipment of the Products to Asesso. For clarity, if Buyer returns all Products in sealed and unopened form within the initial fifteen (15) days of delivery to Buyer, then Section 9(a) will apply instead. In order to initial this partial return, please contact Asesso at support@asessohealth.com.

10. Termination

Asesso may terminate these Terms (and fulfill or cancel any outstanding, unshipped Product purchases) with notice to Buyer (i) in the event of Buyer’s breach of these Terms (including without limitation for any failure to timely pay fees when due) or the www.asessohealth.com; (ii) in the event Asesso ceases offering any Products; or (iii) in the event the www.asessohealth.com terminates or expires. If Asesso cancels any outstanding, unshipped Product purchases, Asesso will refund to Buyer any prepaid fees for such cancelled Products.

11. Indemnity

Buyer will indemnify and hold Asesso and its respective officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) Buyer’s use or misuse of any Products (except to the extent due to a manufacturer’s defect existing within the applicable Products at the time of delivery to Buyer), or (b) Buyer’s breach of these Terms.

12. Limitation of Liability.

IN NO EVENT WILL ASESSO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING FROM OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THESE TERMS, THE PRODUCTS OR ANY PURCHASE OR USE THEREOF, OR BY ANY OTHER ACT OR OMISSION OF ASESSO. IN NO EVENT WILL ASESSO’S TOTAL CUMULALTIVE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS EXCEED THE TOTAL AMOUNTS PAID BY BUYER TO ASESSO FOR THE APPLICABLE PRODUCT(S) THAT GIVE RISE TO THE CLAIM.

13. Use of Products

Buyer shall use all available and reasonable safety precautions, in addition to any safety precautions specifically set forth in any manuals, material safety data sheets, technical data sheets, instruction sheets, if any, furnished by Asesso (or available from suppliers) relating to the Products. If Buyer does not receive any required material safety data sheets for any Product from Asesso, Buyer will request them from Asesso (and Asesso may provide them, if applicable, in its discretion). Asesso will not be liable or responsible for any damage, loss, or liability caused, in whole or in part, directly or indirectly, due to Buyer’s failure to strictly observe each and every one of the obligations set forth in this Section 13 .

14. Errors

Any and all typographical or clerical errors made by Asesso in these Terms, on the Services, or in Asesso’s quotations or communications, are subject to correction by Asesso.

15. Export Controls

Buyer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Products, nor any software or firmware contained therein nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.

Contact Information

If Buyer has any questions about these Terms or the Products, please contact Asesso at support@asessohealth.com.