TERMS OF SERVICE

These Terms of Service (“Terms”) are a legal agreement between Dental Works, LLC., a wholly owned subsidiary of Inventory Regionalization and Interoperability Supply Systems, Inc., a Delaware corporation, dba IRIS Systems, Inc. (“Dental Works”) and the municipality, local authority, or business (“Customer”) signing one or more orders (each an “Order”) which incorporates these Terms. The Customer is responsible for its and its User’s compliance with these Terms as set forth below.

These Terms apply to each Order more specifically as follows:

1. Dental Works PLATFORM.

1.1. Platform. Dental Works makes its solution, including the My Jobs and Messages services, available from the website located at www.dentalworks.io (the “Dental Works Platform”) and iOS and Android app stores. The Dental Works Platform includes standard and premium features which may be available as set forth in the applicable Order.

1.2. Use of the Dental Works Platform. Customer may access and use the Dental Works Platform pursuant to the terms of any outstanding Order, which describe the features the Order requires. Premium features of the Dental Works Platform not included in an Order may be ordered separately.

1.3. Customer Users. Customer is responsible for any employee, contractor, or third-party who uses the Dental Works Platform on Customer’s behalf or through Customer’s account or passwords, whether authorized or not (each a “User”).

1.4. Service Levels. Dental Works will use commercially reasonable efforts to make, and keep, the Dental Works Platform available to Customers with as little disruption as possible during standard business hours. Dental Works is not responsible for disruption from causes outside its control.

1.5. Documentation: Customers may reproduce and use Dental Works’s online resource information and other documentation for the Dental Works Platform (the “Documentation”) solely as necessary to support Users’ use of the Dental Works Platform.

1.6. Revisions. Dental Works may revise Dental Works Platform features or its service levels at any time, including without limitation by removing features or reducing service levels. If any revision to the Dental Works Platform materially reduces features provided pursuant to an outstanding Order, Customer may within 30 days of notice of the revision terminate such Order.

2. PAYMENT.

2.1. Subscription Fees. Dental Works does not charge a subscription fee to use its services. Customers shall pay Dental Works the fee set forth in each Order (the “Order Fee”) for the term set forth therein. Dental Works is free for temporary dental professionals (“temps) and charges an flat 8% fee to dental practices at the successful completion of each shift. The 8% fee is calculated based on the agreed upon hourly rate set by dental practices and temps. Payment processing happens at the completion of a shift. Dental Works will not be required to refund the Subscription Fee under any circumstances.

2.2. Taxes. Amounts due under these Terms are payable to Dental Works without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). Except as otherwise restricted by applicable law, Dental Works may require that Customers submit applicable Sales Taxes to Dental Works. However, the preceding sentence does not apply to the extent that Customer is tax exempt, provided it gives Dental Works a valid tax exemption certificate within 30 days of the Order’s Effective Date. Dental Works’s failure to include any applicable tax in an invoice will not waive or dismiss its rights or obligations pursuant to this Section 2.2. If applicable law requires withholding or deduction of Sales Taxes or any other tax or duty, Customer shall separately pay Dental Works the withheld or deducted amount, over and above fees due. For the avoidance of doubt, this Section 2.2 does not govern taxes based on Dental Works’s net income.

3. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.

3.1. Acceptable Use. The Dental Works Platform includes communication channels utilized by Users. Customer acknowledges that Dental Works has no obligation to monitor any content on the Dental Works Platform although it may do so in connection with providing the Dental Works Platform. No content on the Dental Works Platform is endorsed or controlled by Dental Works. The foregoing notwithstanding, Dental Works reserves the right at any time to publish community guidelines with more specific requirements for the acceptable use of the Dental Works Platform. At a minimum, in connection with the Dental Works Platform, Customer and its Users shall use the Dental Works Platform in compliance with the Acceptable Use Policy available at www.DentalWorks.io/acceptableusepolicy.

3.2. Restrictions. Customer shall not: (a) use the Dental Works Platform for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Dental Works Platform; (b) provide Dental Works Platform passwords or other log-in information to any third party; (c) share non-public Dental Works Platform features or content with any third party; (d) access the Dental Works Platform in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Dental Works Platform, or to copy any ideas, features, functions or graphics of the Dental Works Platform; or (e) engage in web scraping or data scraping on or related to the Dental Works Platform, including without limitation collection of information through any software that simulates human activity or any bot or web crawler; (f) disparage the operations or mission of dentalWORKS, either publicly or privately, or; (g) intentionally mislead or misinform dentalWORKS users with false information.

3.3. Unauthorized Access. Customers shall take reasonable steps to prevent unauthorized access to the Dental Works Platform, including without limitation by protecting its passwords and other log-in information. Customer shall notify Dental Works immediately of any known or suspected unauthorized use of the Dental Works Platform or breach of its security, including any (a) unauthorized disclosure of, access to, or use of Customer Data, including without limitation Excluded Data, or (b) violation of applicable privacy or security law through Customer’s account (collectively, whether (a) or (b), or both, a “Data Incident”).

3.4. Compliance with Laws. In its use of the Dental Works Platform, Customers shall comply with all applicable laws, including without limitation privacy and security laws.

3.5. Users & Dental Works Platform Access. Customer is responsible and liable for: (a) Users’ use of the Dental Works Platform, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of these Terms; and (b) any use of the Dental Works Platform through Customer’s account, whether authorized or unauthorized. These Terms do not require that Dental Works take any action against Customer, any User, or other third party, but Dental Works is free to take any such action it sees fit.

3.6. By using the dentalWORKS platform dental offices and their respective licensed dentists agree that the office’s licensed dentist(s) shall be available in person, by phone, or by electronic communication to any dental hygienist working as a temp in their office that was hired through the dentalWORKS platform. The dental office’s and their licensed dentists further agree that the dental hygienist shall have direct supervision from the licensed dentist while they are administering nitrous oxide or local anesthesia and that outside of these two situations the licensed dentist shall be generally available on the premises for the rest of the shift.

4. CUSTOMER DATA & PRIVACY.

4.1. Customer Data. Customer retains all rights in any information processed or stored through the Dental Works Platform by Customer or on Customer’s behalf (the “Customer Data”). The foregoing notwithstanding, Customer Data excludes payment records, credit cards or other information Customer uses to pay Dental Works, and other information and records related to Customer’s account, including without limitation identifying information related to Customer staff involved in the administration and payment of such account.

4.2. Use of Customer Data. Dental Works shall not: (a) access, process, or otherwise use Customer Data other than as necessary to facilitate the Dental Works Platform; or (b) give Customer Data access to any third party, except Dental Works’s subcontractors that have a need for such access to facilitate the Dental Works Platform and are subject to a reasonable written agreement governing the use and security of Customer Data. Further, Dental Works: (1) shall exercise reasonable efforts to prevent unauthorized use or disclosure of Customer Data; and (2) shall comply with all applicable laws that are applicable both specifically to Dental Works and generally to data processors in the jurisdictions in which Dental Works does business and operates physical facilities.

4.3. Data Requests. If Dental Works receives data request from a User or similar request related to Customer Data, Dental Works may forward the request to Customer or respond in accordance with applicable law. Nothing in these Terms will preclude Dental Works from asserting rights or defenses it may have under applicable law related to such requests.

4.4. Additional Fees. Customer recognizes and agrees that Dental Works may charge additional fees, without limitation: (a) for activities (if any) required by applicable laws and (b) for activities Customer requests to help it comply with applicable laws.

4.5. Privacy Policy. Customer acknowledges Dental Works’s Privacy Policy available at www.DentalWorks.io, and Customer acknowledges that it may alter its Privacy Policy at any time upon notice to Customer.

4.6. De-Identified Data. Notwithstanding any other provision of these Terms, Dental Works may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other customers. For the purpose of this section, “De-Identified Data” means Customer Data with the following removed: information that identifies or could reasonably be used to identify an individual person or a household.

4.7. Erasure. Dental Works may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more, without limiting Dental Works’s other rights or remedies.

4.8. Required Disclosure. Notwithstanding any other provision of these Terms, Dental Works may disclose Customer Data as required by applicable law or by proper legal or governmental authority. To the extent not precluded by applicable law, Dental Works shall give Customer prompt notice of any such legal or governmental demand and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.

4.9. Risk of Exposure. Customer acknowledges that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Dental Works Platform, Customer assumes such risks. Dental Works offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties.

4.10.Data Accuracy. Dental Works has no responsibility or liability for the accuracy of data uploaded to the Dental Works Platform by Customer, including without limitation Customer Data and any other data uploaded by Users.

4.11. Excluded Data. Customer warrants that (a) it has not and will not transmit Excluded Data, or permit transmission of Excluded Data, to Dental Works or its computers or other media and, (b) to the best of its knowledge, Customer Data does not and will not include Excluded Data. Customer acknowledges the Dental Works Platform is not designed to process Excluded Data. Dental Works is not responsible or liable for any claim, loss, or liability to the extent that it involves Excluded Data. For the purpose of this section, “Excluded Data” means protected health information, as defined by the Health Insurance Portability and Accountability Act of 1996 and related regulations, as they may be amended from time to time.

5. IP & FEEDBACK.

5.1. IP Rights to the Dental Works Platform. Dental Works retains all right, title, and interest in and to the Dental Works Platform, including without limitation all software used to provide the Dental Works Platform and all graphics, user interfaces, logos, and trademarks reproduced through the Dental Works Platform. These Terms do not grant Customer any intellectual property license or rights in or to the Dental Works Platform or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the Dental Works Platform as specifically authorized by the Customer’s Order. Customers recognize that the Dental Works Platform and its components are protected by copyright and other laws.

5.2. Proprietary Information. “Proprietary Information” means, with respect to Dental Works, any (a) intellectual property of Dental Works or its suppliers and licensors, including any trademark, copyright, or patent, and all rights and interests therein, whether arising under state, federal, or international law; (b) any trade secret (according to applicable law) of Dental Works; or (c) other data or information that should remain non-public or be treated confidentially by Dental Works and not subject to disclosure by Customer under the applicable law. Customer shall not use the Dental Works’s Proprietary Information for any purpose other than in accordance with these Terms, and, except as provided by applicable law, Customer shall not disclose the Dental Works’s Proprietary Information to any person, except to its employees, contractors, representatives, professional advisers, and affiliates with a need to know that Proprietary Information. Upon expiration or termination of these Terms and all Customer Orders or upon the written request of the disclosing party, Customer shall return all Proprietary Information or certify, in writing, the destruction thereof.

5.3. Feedback. Customers and its Users may, directly or indirectly, give Dental Works one or more suggestions or ideas for improving or otherwise modifying any of Dental Works’s products or services (“Feedback”). Dental Works does not treat Feedback as confidential, and nothing in these Terms or in any dealings arising out of or related to these Terms will restrict Dental Works’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. In furtherance of the foregoing, and in consideration of its use of the Dental Works Platform, Customer hereby assigns all Feedback to Dental Works.

6. REPRESENTATIONS & WARRANTIES.

6.1. From Dental Works. Dental Works represents and warrants that it is the owner of the Dental Works Platform and of each component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the Dental Works Platform set forth in these Terms without the further consent of any third party. Dental Works’s representations and warranties in the preceding sentence do not apply to use of the Dental Works Platform in combination with hardware or software not provided by Dental Works. In case of breach of these representations and warranties, Dental Works, at its own expense, shall promptly: (a) secure for Customer the right to continue using the Dental Works Platform; (b) replace or modify the Dental Works Platform to make it noninfringing; or if such remedies are not commercially practical in Dental Works’s reasonable opinion, (c) refund the fees paid for the Dental Works Platform for every month remaining in the then-current term following the date after which Customer access to the Dental Works Platform ceases as a result of such breach of warranty. If Dental Works exercises its rights pursuant to this subsection (c), Customer shall promptly cease all use of the Dental Works Platform and all reproduction and use of the Documentation and erase all copies in its possession or control. This section, in conjunction with Customer’s right to terminate an Order where applicable, states Customer’s sole remedy and Dental Works’s entire liability for breach of these representations and warranties.

6.2. From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under these Terms and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by these Terms; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Dental Works Platform; and (c) it is authorized to use the Dental Works Platform pursuant to applicable law.

6.3. Warranty Disclaimers. Except to the extent set forth in these written representations and warranties of Dental Works, Customer accepts the Dental Works Platform “as is,” with no representation or warranty of any kind, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, or noninfringement of intellectual property rights, or any implied warranty arising from statute, course of dealing, course of performance, or usage of trade. Without limiting the generality of the foregoing: (a) Dental Works has no obligation to indemnify or defend Customer or Users against claims related to infringement of intellectual property; (b) Dental Works does not represent or warrant that the Dental Works Platform will perform without interruption or error; and (c) Dental Works does not represent or warrant that the Dental Works Platform is secure from hacking or other unauthorized intrusion or that Customer Data will remain private or secure.

7. TERM & TERMINATION.

7.1. Term. Each Order is effective when signed as of the date set forth therein (the “Effective Date”) and continues for the period set forth in the Order or, if none, for one year. Thereafter, the Order will renew for successive one-year periods, unless either party refuses such renewal by written notice 30 or more days before the renewal date.

7.2. Termination for Cause. Either party may terminate an Order for the other party’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.

7.3. Effects of Termination. Upon expiration or termination, Customer shall cease all use of the Dental Works Platform and delete, destroy, or return all copies of the Documentation and Dental Works’s Proprietary Information in its possession or control. The following terms will survive expiration and termination: (a) any obligation of Customer to pay fees incurred before termination; (b) Sections and Subsections 4.7 (Erasure), 5 (IP & Feedback), 6.3 (Warranty Disclaimers), 8 (Indemnification), and 9 (Limitation of Liability); and (c) any other provision of these Terms that must survive to fulfill its essential purpose.

8. INDEMNIFICATION. Customer shall indemnify and defend Dental Works and its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns against any third party claim, suit, or proceeding (each an “Indemnified Claim”) arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the Dental Works Platform, including without limitation: (a) claims by Users or by Customer's employees, as well as by Customer’s own customers; (b) claims related Data Incidents; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the Dental Works Platform through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the Dental Works Platform through Customer’s account, including by Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Dental Works’s negligence. Customer’s obligations include, without limitation: (i) settlement at Customer’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (ii) reimbursement of reasonable attorney fees incurred before Customer’s assumption of the defense, but not attorney fees incurred thereafter. An indemnified party has no obligation to accept any settlement or compromise that requires that it admit wrongdoing or liability.

9. LIMITATION OF LIABILITY.

9.1. Excluded Damages. In no event will Dental Works be liable for lost profits or loss of business or for any consequential, indirect, special, incidental, or punitive damages arising out of or related to these Terms or any Order.

9.2. Maximum Liability. Dental Works’s total and cumulative liability for all claims arising out of or related to these Terms and every Order with Customer will not exceed an amount equal to three (3) times the monthly Subscription Fees paid or payable by Customer during the term of the Order applicable to the claim.

9.3. Clarifications & Disclaimers. The liabilities limited by this Section 9 apply to the benefit of Dental Works’s officers, directors, employees, agents, and third-party contractors, as well as (a) to liability for negligence, (b) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise, (c) even if Dental Works is advised in advance of the possibility of the damages in question and even if such damages were foreseeable, and (d) even if Customer’s remedies fail of their essential purpose. Customer has formulated its pricing in reliance on these terms, and they form an essential basis of the bargain of the parties. If this section is limited by applicable law, Dental Works’s liability will be limited to the maximum extent permissible.

9.4 All dental temp users on the dentalWORKS app are not employees of dentalWORKS. dentalWORKS is not responsible for loss resulting from loss, damage, or injury involving a contractor while on the job. All dental practices are responsible for ensuring contractors are qualified for to work in any position. dentalWORKS is not responsible for any liability arising out of or resulting from professional acts or omissions of the contractors for or at the direction of the dental practice.

10. MISCELLANEOUS.

10.1. Reference. Customer authorizes Dental Works to refer to Customer as a client of Dental Works in commercial and marketing activities using the Customer’s name and logo (if any), on the condition that (a) Customer may end or restrict this authorization in writing at any time, (b) Dental Works will use commercial reasonable efforts to remove all references to Customer upon termination or expiration of the agreements, and (c) Dental Works will not issue any press release or other formal announcement identifying Customer without the Customer’s prior written consent.

10.2. No Agency. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

10.3. Notices. Dental Works may send notices pursuant to these Terms to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to these Terms to

support@DentalWorks.io, and such notices will be deemed received 72 hours after they are sent.

10.4. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of these Terms to the extent caused by acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.

10.5. Assignment. Customer may not assign any Order or its rights or obligations hereunder without Dental Works’s express written consent. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

10.6. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any provision of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect.

10.7. No Waiver. Neither party will be deemed to have waived any of its rights under these Terms by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of these Terms will constitute a waiver of any other breach of these Terms.

10.8.Choice of Law & Jurisdiction: These Terms and all claims arising out of or related to these Terms, including each Order, will be governed solely by the internal laws of the State of Utah, including its statutes of limitations and applicable federal law, without reference to any conflicts of law principle that would apply the substantive laws of another jurisdiction. Each party consents to the personal and exclusive jurisdiction of the federal and state courts of Salt Lake County, Utah. This section governs all claims arising out of or related to these Terms, including without limitation tort claims.

10.9.Technology Export. Customer shall not: (a) permit any third party to access or use the Dental Works

Platform in violation of any U.S. law or regulation; or (b) export any software provided by Dental Works or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to access or use the Dental Works Platform in, or export such software to, a country subject to a United States embargo.

10.10. Entire Agreement. These Terms, together with the applicable Order, contain the entire agreement of the parties and supersede all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. In the event of any conflict between these Terms and any Dental Works policy posted online, including without limitation the Privacy Policy, the terms of this Agreement will govern.

10.11. Amendment. Dental Works may amend these Terms from time to time by posting an amended version on its website and sending Customer written notice thereof. Such an amendment will be deemed accepted and become effective when an outstanding Order renews according to these Terms and the Order. Otherwise, the parties may not amend these Terms or any Order in any way, except through a written agreement by authorized representatives of each party.