Align Technology, Inc.

2560 Orchard Parkway San Jose, CA 95131

Tel: (408) 470-1000 Fax: (408) 470-1010
WWW.INVISALIGN.COM

CLINCHECK SOFTWARE LICENSE AGREEMENT

ALIGN TECHNOLOGY, INC. (ALIGN) IS PLEASED TO 1.

LICENSE. Align grants you a non-exclusive, nonOFFER CLINCHECK SOFTWARE (THE SOFTWARE) TOtransferable, non-sublicensable license to use the Software solely
YOU ONLY UPON THE CONDITION THAT YOU ACCEPTin connection with the Align product(s). You may install the
Software only on a single computer system / [central processing
EACH AND EVERY TERM SET FORTH IN THIS END USER unit]. You may make copies of Software as reasonably necessary
LICENSE AGREEMENT (THIS EULA). PLEASE READ for backup or archival purposes. No other copies may be made.
THE TERMS CAREFULLY BEFORE USING THEThe Align product(s) are the Invisalign aligner and any other
SOFTWARE, AS USING THE SOFTWARE INDICATES THATaligner products that may be sold by Align from time to time.
YOU ACCEPT THE TERMS. IF YOU DO NOT AGREE TO
2.
INTELLECTUAL PROPERTY RIGHTS.
The
THESE TERMS, THEN ALIGN IS UNWILLING TO LICENSE
Software is owned by Align and is protected by U.S. copyright
THE SOFTWARE TO YOU, IN WHICH EVENT YOUlaws and treaties as well as other intellectual property laws and
SHOULD DELETE THE SOFTWARE FROM YOUR treaties. You must not remove or alter any copyright or other
COMPUTER AND RETURN THE SOFTWARE TO ALIGN. proprietary rights notices on any copies of the Software. The
Software copy is licensed, not sold. This EULA does not grant
you any rights in connection with any trademarks or service
marks of Align. You must not use, copy, or distribute the
Software except as expressly permitted by this EULA. Title,
interest, ownership rights, and intellectual property rights in and
to the Software and accompanying printed materials shall remain
in Align and/or its suppliers. Any rights not expressly granted to
you herein are reserved by Align and its suppliers.
3.

RESTRICTIONS

(a)
No Transfer. You must not rent, lease, lend,
sublicense or in any way distribute or transfer any rights in this
EULA or the Software to third parties without Aligns written
approval, and subject to written agreement by the recipient of the
terms of this EULA.
(b)
No Reverse-Engineering. You agree that you will
not and will not attempt to, or allow any third party to (or make
the Software available to any third party so that such party is able
to), reverse engineer, decompile, defeat license encryption
mechanisms, or disassemble the Software, except and only to the
extent that such activity is expressly permitted by applicable law.
Reverse engineering includes, without limitation, decompiling,
disassembly or otherwise deriving source code of the Software.
In the event applicable law grants you the right to reverse
engineer the Software notwithstanding this limitation, you must
provide Align with written notice prior to such reverse
engineering activity, information sufficient regarding your
intended method of reverse engineering, its purpose and the legal
authority for such activity and must afford Align a reasonable
period of time before initiating such activity in order to evaluate
the activity or challenge the reverse engineering activity with the
appropriate legal authorities. You must refrain from such reverse
engineering activity until such time as any legal challenge is
resolved in your favor.

Align Technology, Inc. 2560 Orchard Parkway San Jose, CA 95131

Tel: (408) 470-1000 Fax: (408) 470-1010
WWW.INVISALIGN.COM

(c)
NO MAINTENANCE OR SUPPORT. Align is not4.
TERMINATION. Either party may terminate this
required to provide any updates or maintenance or support EULA effective immediately upon written notice.
Upon
services with respect to the Software, however, from time to termination, all licensed rights granted in this EULA will
time, Align may make available a new version, updates, patches, immediately cease to exist and you must immediately
upgrades, modifications, extensions, functional improvements,discontinue all use of the Software, and return or destroy any and
error corrections, enhancements, revisions, or changes to theall copies of the Software within your possession or control,
Software (collectively Updates). You agree that Updates orincluding any copies, whether installed for back-up purposes or
new software releases may be automatically downloaded to your otherwise.
This EULA automatically terminates without
computer (and you hereby authorize such automatic download). requiring written notice from Align if you breach any of the
Minor Updates may be automatically downloaded and installed terms of this EULA.
but for major Updates nothing will be installed until you decide
to install it. Failure to install required Updates will be deemed a 5.
DISCLAIMER OF WARRANTIES
material breach of this Agreement and Align may terminate in its
sole discretion the licenses granted to you hereunder.
1.
THE SOFTWARE IS PROVIDED "AS IS" AND
WITHOUT ANY WARRANTY OF ANY KIND, AND ALIGN
AND ITS SUPPLIERS HEREBY DISCLAIM ANY EXPRESS
OR IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE. Align does not warrant that the
Software will be error-free, uninterrupted or free from viruses or
other harmful components, defects or deficiencies. Some
jurisdictions do not allow the disclaimer of implied warranties, so
the foregoing disclaimer may not apply to you.
6.

LIMITATION OF LIABILITY

2.
THIS LIMITATION OF LIABILITY APPLIES TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW. IN NO EVENT WILL ALIGN OR ITS THIRD PARTY
SUPPLIERS AND LICENSORS BE LIABLE FOR ANY
COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL
DAMAGES
WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
OR LOSS OF BUSINESS INFORMATION OR DATA)
ARISING OUT OF THIS EULA OR THE USE OF OR
INABILITY TO USE THE SOFTWARE, EVEN IF ALIGN HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY CASE, ALIGNS, AND ITS THIRD
PARTY SUPPLIERS AND LICENSORS ENTIRE LIABILITY
ARISING OUT OF THIS EULA SHALL BE LIMITED TO
FIFTY DOLLARS. THE FOREGOING LIMITATIONS WILL
APPLY NOTWITHSTANDING
THE
FAILURE
OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
HEREIN. You acknowledge that the Software is provided to you
free of charge and that the limitations of liability in this EULA
reflect this pricing. Some jurisdictions do not allow the
foregoing limitations of liability, so the foregoing limitations
may not apply to you.

Align Technology, Inc. 2560 Orchard Parkway San Jose, CA 95131

Tel: (408) 470-1000 Fax: (408) 470-1010
WWW.INVISALIGN.COM

7.
U.S. GOVERNMENT END-USERS. If you are a9.
DATA COLLECTION: You agree that Align may
U.S. Government end-user: The Software is a commercialcollect anonymous statistics, such as the sequence of features
item as that term is defined at FAR 2.101, consisting ofused, to analyze use patterns and/or user trends to support its
commercial computer software and commercial computer efforts to improve the Software. By using the Software, you
software documentation as such terms are defined in FAR agree to such data collection and further agree to allow log files
12.212, and is provided to the U.S. Government only as a of the statistics, of a relatively small and reasonable size, to be
commercial end item. Government end users acquire the rights stored on your computer as a sequence of numbers, for a
set out in this EULA for the Software consistent with: (i) for reasonable length of time. No cookies will be placed on your
acquisition by or on behalf of civilian agencies, the terms set computer.
forth in FAR. 12.212; or (ii) for acquisition by or on behalf of
units of the Department of Defense, the terms set forth in DFARS 10.
GENERAL. This EULA will be governed by and
227.7202.
Use, duplication or disclosure by the U.S.construed in accordance with the laws of the United States and
Government is subject to restrictions as set forth in FAR 12.212 the State of California, without giving effect to any conflicts or
and DFARS 227.7202 and is further restricted in accordance with choice of laws principles that would require the application of the
this EULA. The contractor/manufacturer is Align Technology,laws of a different jurisdiction. The parties expressly exclude the
Inc., 2560 Orchard Parkway, San Jose, CA 95131.
application of the 1980 United Nations Convention on the
International Sale of Goods (if applicable). At Aligns sole
8.
EXPORT PROHIBITION. You must not export ordiscretion, disputes under this Agreement may be resolved by
re-export, or authorize the export or re-export of either the arbitration or mediation provided that it occurs in the US or
Software or any copy or direct product thereof, in violation of Hong Kong, as determined by Align, and the arbitration or
any applicable United States export laws, restrictions ormediation is conducted in English. This EULA is the entire
regulations, including without limitation those of the U.S. agreement between Align and you and supersedes any other
Department of Commerce and the U.S. Department of Treasury.communications or advertising with respect to the Software.
Without limiting the foregoing, you must not to export the This EULA may be modified unilaterally by Align or only by
Software to Cuba, Iran, Iraq, Libya, North Korea, Rwanda or to written agreement signed by authorized representatives of you
any Group D:1 or E:2 country (or any national of such country) and Align. If any provision of this EULA is held invalid, the
specified in the then-current Supplement No. 1 to Part 740 or in remainder of this EULA shall continue in full force and effect. A
the Commerce Control List in the then-current Supplement No. 1waiver by either party of any term or condition of this EULA or
to Part 738, or in violation of the embargo provisions in Part 746 any breach thereof, in any one instance, shall not waive such
of the U.S. Export Administration Regulations (or any successor term or condition or any subsequent breach thereof.
regulations or supplement).