By submitting your information and completing your purchase you indicate your acceptance, you (the "Customer") are agreeing to all terms and requirements set forth in these Terms and Conditions, and this shall become a binding agreement (the "Agreement") as of the date of acceptance (the "Effective Date") between you as the Customer and ORI, Inc. ("ORI"). Customer, as indicated in the information submitted on the purchase form, and ORI are each referred to as a "Party" and collectively as the "Parties."
By execution of this Agreement, Customer is purchasing the Ori 2.0 System, which includes:
All pricing set forth above is exclusive of applicable taxes unless otherwise specified.
Upon Customer's payment of the purchase price, Customer will receive one Ori 2.0 model intra-oral digital scanner (the "Scanner"), one Ori scanning dock, three consumable tips for the Scanner, and one Dell XPS 15 laptop (the "Laptop") pre-installed with all necessary software and appropriate configurations (collectively, the "Equipment"). Title and ownership of all Equipment transfers to Customer upon full payment of the purchase price.
Offers cannot be combined with other promotions or discounts. All end-user purchases must be made at MSRP to qualify. Payment will be issued within six weeks of receiving proof of purchase and a valid delivery address. Ori is not responsible for lost or stolen rebate checks. Ori reserves the right to modify or cancel this offer at any time without notice.
The purchase includes delivery of the Equipment by shipping to the Customer's premises. The Equipment will be plug-in ready for use with an internet connection or wi-fi. Initial set-up includes three hours of remote training by ORI for Customer's personnel on usage of the Equipment. Additional remote training hours are available free of charge when scheduled in advance through ORI's system. In-person training at Customer's premises is available for $2,000 per training day (including travel expenses).
During the initial 36-month period, ORI will provide software upgrades and unlimited technical support at no additional cost, subject to the terms and conditions of this Agreement.
For 36 months from the date of delivery, ORI warrants the Equipment will conform to all specifications and be free of material defects. In the event of an issue that cannot be resolved through regular troubleshooting channels, ORI will arrange for a replacement scanner to be shipped via overnight delivery. Our team will take up to 24-48 hours to assess and confirm if a replacement is required. Replacement scanners may be refurbished but fully certified to meet our quality standards. For continued support, the original scanner must be returned to ORI as part of the replacement process.
The Warranty is limited to inherent defects in the Equipment and does not cover damage caused by Customer misuse, abuse, or damage, including without limitation smashing the Equipment, rough usage, spilling liquids or substances on the Equipment, and similar damage or misuse, or any theft, loss, or damage caused by natural disaster or similar conditions beyond ORI's control. Ordinary wear and tear from normal usage is covered.
After completing the initial 36-month warranty period, you have the option to continue to cover your device with an additional 2-year warranty. This extended warranty includes cloud storage and software upgrades. The 2-year extended warranty is priced at $3,800, or at a discounted rate of $1,900 if purchased at the time of initial equipment purchase.
All Ori devices require cloud storage and software upgrades. This is a monthly fee of $50/mo that begins at the end of your 36-month warranty period. This fee is included when purchasing the optional 2-year extended warranty.
If you are not satisfied with your Ori Scanner or Tech Membership, you may terminate your membership by notifying Ori in writing within 30 days of installation and returning all Ori equipment in accordance with the return terms in Section 3. Once Ori receives your undamaged equipment, your agreement will be terminated, your deposit refunded, and no further fees will be due. This satisfaction guarantee is available after delivery, installation, initial training, and an attempt to send at least three scans through Ori's portal.
Customer shall notify ORI of any permanent relocation of the Equipment from the original delivery address ("Work Site"). This notification ensures proper tracking for warranty and support services.
Customer will maintain the Equipment in good operating condition and is responsible for any damage beyond ordinary wear and tear. Customer will ensure the Equipment is operated in accordance with all requirements set forth in ORI's training sessions, operating manuals, and manufacturer instructions, including regular cleaning and maintenance.
Customer will ensure that only properly trained and qualified personnel operate the Equipment. Customer is responsible for ensuring that all personnel who operate the Equipment have any required or appropriate licensure, and that the Equipment is operated in compliance with all applicable laws, regulations, and licensing requirements.
Customer agrees to use only ORI-approved products, components, or equipment in connection with the Equipment. Customer is fully responsible for any damage or liability arising from the use of unauthorized products or modifications.
ORI grants Customer a non-exclusive, perpetual license to use ORI's software for operating the Equipment and accessing ORI's Customer portal (the "Portal"). This license is subject to payment of applicable cloud storage and software upgrade fees after the initial 36-month period.
Customer retains unrestricted rights to all data contributed to the Portal and all output generated through the Portal (collectively, "Customer Data"). ORI may use de-identified Customer Data for research and development purposes.
ORI's Software and Portal are built to be HIPAA compliant. Customer will take all necessary security precautions, including proper training of personnel on security protocols and HIPAA compliance. ORI does not warrant that services will be uninterrupted, error-free, or completely secure from security breaches.
The total purchase price is due upon execution of this Agreement unless otherwise arranged through ORI's financing options.
Customer is responsible for:
Customer is responsible for all applicable sales, use, or other taxes imposed by any governmental authority, excluding taxes on ORI's net income.
Other than those representations that are expressly set forth in this Agreement, and other than the express terms of the Warranty, each Party expressly disclaims any and all other representations or warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, or fitness for a particular purpose. Under no circumstances, and under no legal theory (whether in contract, tort, negligence or otherwise) will either Party to this Agreement, or its affiliates, officers, directors, employees, agents, licensors, successors, or assigns be liable to the other Party or any third party for any special, incidental, indirect, consequential, punitive, exemplary loss or damages, regardless of whether such Party was advised of the possibility of or could have foreseen such damages. Notwithstanding anything to the contrary in this Agreement, except for indemnification obligations, fraud, or breaches of a Party’s obligations of confidentiality or misappropriation of a Party’s intellectual property rights, each Party’s aggregate liability to the other Party arising out of or related to this Agreement will in no event exceed the total amount paid or payable under this Agreement in the one-year period immediately preceding the first event giving rise to such liability. The Parties agree that the disclaimers, exclusions and limitations of liability in this Agreement are an essential basis of the bargain between the Parties and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including without limitation the economic terms, would be substantially different.
Each Party agrees that it shall indemnify and hold harmless the other Party and its Affiliates, officers, directors, employees, agents, licensors, successors, or assigns from and against any claims, actions, fines, penalties, damages, or proceedings (including reasonable attorneys’ fees and costs incurred in connection therewith) which arise from the other Party’s material uncured breach of this Agreement, or intentional, willful, criminal, or fraudulent misconduct in relation to this Agreement.
ORI’s ability to provide services under this Agreement is contingent upon Customer accepting a subscription license to ORI’s software for utilizing the ORI Equipment and accessing ORI’s Customer portal (the “Portal”), which software shall be pre-loaded and configured upon the Laptop(s) Customer receives (the “Software”).
ORI hereby grants to Customer a non-exclusive, non-transferable subscription license for the Software during the Term. The license granted herein: (i) shall be subject to all of the terms and conditions of this Agreement; (ii) shall not include the right to sublicense; and (iii) shall permit multitenant instances.
Customer hereby acknowledges that ORI owns and shall continue to own all right, title and interest in and to the Software and the Portal, including without limitation all intellectual property rights therein and any and all improvements and enhancements thereto, whether such improvements or enhancements are made or suggested by ORI, Customer, or any third party, and the same constitute valuable trade secrets belonging to ORI. Nothing in this Agreement shall be construed to create a sale of the Software to Customer, or to convey any right, title or interest in or to the current or any future version or release of the Software.
Customer retains unrestricted rights to (a) all data Customer contributes to the Portal, and (b) all data representing output, reports, or other data generated or processed through the Portal (collectively, “Customer Data”). Access to this Customer Data will be continuously available to Customer in the normal course of use of the Portal, and Customer shall retain title and ownership of all such Customer Data, provided however that ORI is entitled to copy and utilize such Customer Data, which shall be de-identified if it includes any personal information, including any protected health information, for the purpose of ORI’s research and development of it’s products and services, for improving ORI’s products and services. Upon the termination or expiration of the Term, ORI will make all Customer Data available to Customer for download in the Portal for up to 30 days, after which time ORI is entitled to cut off Customer’s access to such Customer Data and to delete it in accordance with ORI’s standard policy.
Any use of the Software for any purpose other than those expressly authorized in this Agreement is expressly prohibited. Except as expressly authorized in this Agreement, Customer shall not: (i) copy, reproduce, license, sublicense, sell, transfer, distribute, or display the Software, or otherwise make the Software available to any third party; (ii) modify, adapt, translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive source code or the database model from the Software or the Portal; (iii) make derivative works from or based upon the Software or Portal; or (iv) permit robotic process automation/artificial intelligence users to access the Software or Portal.
Customer agrees that ORI shall have full discretionary authority with regard to (dis)approving software communicating with or otherwise accessing, extracting from and/or exchanging records with the Software or Portal. This specifically includes third party interface applications. ORI shall have absolute discretion to remove, block, or disable applications attempting any of the previously described functions not installed by ORI.
Customer shall permit and facilitate the deployment and utilization of remote screen sharing services such as Zoom or Teams to end user workstations for the purposes of application support. ORI’s obligation to furnish such application support will, absent technical limitations, always be predicated on the availability of remote screen sharing.
Customer agrees that it bears sole responsibility for maintaining a professional business class internet connection with sufficient capacity to support the Software and Portal.
ORI may, at its own discretion, temporarily suspend all service in the Portal for the purpose of repair, maintenance or improvement of ORI’s Software, the Portal, and user experience. However, ORI shall provide prior notice when it is reasonably practicable under the circumstances and ORI shall restore service as soon as is reasonably practicable.
ORI and Customer expressly recognize that it is impossible to maintain flawless security, but ORI shall take reasonable steps in accordance with industry and professional standards to prevent security breaches in ORI’s interactions with Customer. ORI’s Software and Portal are built to be HIPAA compliant. Customer will take all necessary and industry-appropriate security precautions, including without limitation training its personnel on proper security protocol such as utilizing unique and secure passwords, not sharing passwords, and utilizing the Portal appropriately to comply with HIPAA, including without limitation obtaining proper patient consents as may be required by law if Customer will be utilizing the Portal to transmit or store any protected health information. PRODUCTS AND SERVICES PROVIDED BY ORI UTILIZE THE INTERNET. ORI DOES NOT WARRANT THAT SUCH SERVICES WILL BE UNITERRUPTED, ERROR-FREE, OR COMPLETELY SECURE AND FREE FROM SECURITY BREACHES, HACKS, OR CYBER-ATTACKS. ORI DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM CUSTOMER’S NETWORK AND OTHER PORTIONS OF THE INTERNET, NOR THE BEHAVIOR OF CUSTOMER’S PERSONNEL IN FAILING TO ABIDE BY STANDARD PRECAUTIONARY MEASURES AND SECURITY HYGIENE. ACCORDINGLY, ORI DISCLIAMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
ORI cannot and does not warrant that it shall maintain continuous and uninterrupted availability of the Portal. In the event ORI is unable to provide Customer availability in any given calendar month for a material period exceeding an hour per month during ordinary business hours, Customer shall receive a pro-rata credit equal to the availability percentage of downtime as applied against that month’s monthly Membership Fee.
This Agreement is the sole and entire Agreement between the Parties relating to the ORI Tech Membership and supersedes all prior understandings, agreements, and documentation relating to between the Parties.
Customer represents that (if an entity) it is duly formed in the jurisdiction of its organization, has full power and authority to enter into, execute, and perform its obligations under this Agreement, and that entry into this Agreement will not cause a conflict with or violation of its obligations. By enrolling in the ORI Tech Membership and agreeing to all terms in this Agreement, Customer represents that the enrolling individual is a duly authorized and approved representative of Customer, authorized to bind Customer.
Nothing in this Agreement shall be construed to constitute the Parties as partners, joint venturers, employers, employees, or agents of the other Party, nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions.
No interlineations, deletions, modifications, or amendments to this Agreement shall be binding on ORI unless agreed to and accepted in a signed writing by ORI. This Agreement may be modified only by a subsequent written agreement or amendment hereto signed by both Parties. No waiver or forbearance in enforcing the terms of this Agreement will be binding upon either Party unless agreed to in a writing signed by both Parties.
This Agreement may be assigned by a Party with notice to the other Party in connection with a merger, acquisition, or sale of all or substantially all of such Party’s equity or assets associated with that portion of its business related to the subject matter of this Agreement, in each case so long as the assignee assumes all obligations of this Agreement and agrees to be bound by this Agreement. Any other assignment is void absent the prior written consent of the other Party. This Agreement shall be binding on and shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. If Customer attempts to make any assignment, sale, lease, or transfer of this Agreement or the Equipment in violation of its terms without ORI’s written consent, Customer shall remain fully responsible and liable under this Agreement, irrespective of any liability assumed by Customer’s transferee.
If any provision of this Agreement is held to be unenforceable and severable from this Agreement, no such severability will be effective if it materially changes the economic benefit of this Agreement to either Party.
Notices required or permitted by this Agreement must be written and given to Customer at the contact information Customer provides during enrollment, or such updated contact information that Customer may later deliver to ORI. Legal notices to ORI may be delivered to ORI at: ORI, Inc., 1064 S. North County Boulevard, Pleasant Grove UT, 84062, or via email using the contact information in ORI’s portal. Notices will be deemed delivered one business day after actual delivery by personal or courier delivery or email (so long as the sender does not receive a bounce-back or other delivery rejection notice), and seven days after deposit with USPS via certified mail.
This Agreement shall be governed by Utah law. Each party expressly consents to service of process being affected upon it by pre-paid, overnight, air carrier, and sent to its address as given for notice purposes. The Parties further agree that any claim or dispute which cannot otherwise be resolved through good faith negotiation shall only be resolved in a proceeding brought in federal and state courts located in Salt Lake County, Utah. In any action or proceeding to enforce or defend rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.
This Agreement is self-executing by Customer’s agreement to these terms, indicated by checking the box indicating agreement when Customer enrolls in ORI’s Tech Membership, and will be binding and enforceable against ORI and Customer at such time.