# TERMS AND CONDITIONS OF USE & SERVICE AGREEMENT

**Effective Date:** April 21, 2026

These Terms and Conditions ("Agreement") govern the use of [www.romanax.com](http://www.romanax.com) (the "Website") and all products and services provided by Romanax LLC ("Romanax," "Company," "we," or "us"). By accessing the Website, submitting a work order, purchasing products, or using any services, you ("Customer," "you") agree to be bound by this Agreement.

---

## 1. ELIGIBILITY

You must be at least 18 years old and, where applicable, a licensed dental professional or authorized entity acting on behalf of one to use our services.

---

## 2. NATURE OF SERVICES

Romanax is a dental laboratory and technical service provider. The Company:

* Manufactures dental devices based solely on Customer specifications
* Provides technical design assistance and surgical guide fabrication
* Provides digital platforms, software, and subscription-based services

**Romanax does NOT provide medical or dental advice.** All clinical decisions, diagnoses, treatment planning, and patient care remain solely the responsibility of the licensed dental professional.

---

## 2A. DIGITAL PLATFORM, SOFTWARE & SUBSCRIPTION SERVICES

Romanax provides digital products, subscription services, and software platforms (collectively, “Digital Services”), which may include, but are not limited to:

* Case management and workflow tools
* Customer relationship management (CRM) tools
* Data storage, processing, and file management tools
* Communication and collaboration platforms
* Payment processing and billing tools
* Prescription and order management tools
* Surgical planning and case tracking systems
* Any related cloud-based or SaaS services

These services may be offered on a subscription or per-use basis.

---

## 2B. LICENSE & USE OF DIGITAL SERVICES

Romanax grants Customer a limited, non-exclusive, non-transferable, revocable license to use the Digital Services solely for business and clinical support purposes.

Customer agrees NOT to:

* Copy, reverse engineer, or modify the software
* Resell, sublicense, or distribute access
* Use the services for unlawful purposes
* Interfere with system integrity or security

All rights not expressly granted are reserved by Romanax.

---

## 2C. SUBSCRIPTION TERMS

For subscription-based services:

* Fees are billed as stated at the time of purchase
* Subscriptions automatically renew unless canceled
* Customer may cancel with written notice
* Cancellation takes effect at the end of the current billing cycle
* No refunds for partial billing periods unless required by law

Romanax may:

* Modify pricing with reasonable notice
* Suspend or terminate services for non-payment

---

## 2D. SERVICE AVAILABILITY & MODIFICATIONS

Romanax does not guarantee uninterrupted or error-free operation of Digital Services.

We reserve the right to:

* Modify, update, or discontinue features
* Perform maintenance or upgrades
* Restrict access for security or operational reasons

---

## 2E. DATA RESPONSIBILITY

Customer is solely responsible for:

* Accuracy of all uploaded data
* Maintaining backups of critical information
* Compliance with all applicable laws, including HIPAA

Romanax is not responsible for:

* Data loss caused by user error, third-party systems, or force majeure

---

## 2F. PAYMENT PLATFORM DISCLAIMER

If using Romanax payment tools or integrations:

* Romanax may rely on third-party payment processors
* Romanax is not responsible for third-party payment failures, delays, or security breaches
* Customer agrees to comply with applicable payment laws and regulations

---

## 2G. NO MEDICAL OR CLINICAL RELIANCE

Digital Services (including planning tools, case tracking, and analytics):

* Are support tools only
* Do NOT replace professional judgment
* Must be reviewed and approved by a licensed professional

Customer assumes full responsibility for:

* Diagnoses
* Treatment planning
* Clinical decisions

---

## 3. ACCEPTANCE OF TERMS

This Agreement is accepted by:

* Use of the Website
* Submission of any work order
* Approval of designs or surgical plans
* Payment of invoices

---

## 4. MODIFICATIONS

We may update these Terms from time to time. Changes take effect upon posting. Continued use constitutes acceptance of revised terms.

---

## 5. PRIVACY & DATA (INCLUDING HIPAA)

Customer acknowledges that services may involve transmission of protected health information (PHI).

Customer agrees:

* To comply with all applicable privacy laws, including HIPAA
* To ensure proper authorization for all patient data submitted

Romanax agrees to handle data in accordance with applicable privacy laws and its Privacy Policy.

---

## 6. LIMITED WARRANTY

Romanax provides a limited warranty covering defects in materials and workmanship for **60 days from the date of delivery**.

If a defect is confirmed, Romanax will, at its sole discretion:

* Repair
* Adjust
* Replace the device

This warranty:

* Applies only to the device itself
* Does NOT include clinical costs, removal, reinsertion, or third-party expenses

**All warranty claims require:**

* Return of the device
* Proof of purchase
* Supporting documentation

---

## 7. WARRANTY EXCLUSIONS

The limited warranty does NOT apply to:

* Improper clinical use or technique
* Patient-related factors (e.g., hygiene, bone loss, parafunctional habits)
* Inaccurate or incomplete data provided by Customer
* Modifications by third parties
* Use outside intended purpose
* Prostheses fabricated by other labs

Romanax may deny warranty coverage where it reasonably determines that clinical or technical conditions make success unlikely.

---

## 8. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROMANAX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

* MERCHANTABILITY
* FITNESS FOR A PARTICULAR PURPOSE
* NON-INFRINGEMENT

---

## 9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

* Romanax shall NOT be liable for any indirect, incidental, special, or consequential damages, including those arising from use of Digital Services
* Romanax shall not be liable for loss of data, business interruption, or lost profits

Total liability shall NOT exceed the greater of:

* The amount paid for the specific product or service, OR
* $500

For Digital Services specifically, total liability shall not exceed the total amount paid for such services in the preceding 3 months.

Nothing in this Agreement excludes liability for:

* Gross negligence
* Willful misconduct
* Liability that cannot be excluded under applicable law

---

## 10. CUSTOMER RESPONSIBILITIES

Customer agrees:

* All clinical decisions are solely their responsibility
* To verify all designs, models, and guides before use
* To ensure proper fit and safety prior to patient application

Failure to inspect or misuse of products releases Romanax from liability to the extent permitted by law.

---

## 11. DENTAL DEVICES, SURGICAL GUIDES & DIGITAL PLANNING

Romanax manufactures a variety of dental prosthesis and related products (collectively, “Prostheses”), which may include, but are not limited to:

* Crowns, bridges, and veneers
* Custom abutments
* Dentures (full and partial)
* Implant-supported restorations
* Surgical guides
* Orthodontic or other dental appliances

All Prostheses are fabricated strictly based on Customer-provided prescriptions, specifications, and data.

Romanax may also provide digital planning, design assistance, and surgical guide services based on Customer-provided data.

Customer acknowledges and agrees that:

* All designs, Prostheses, and plans must be reviewed and approved by a licensed dental professional prior to use
* Romanax does not guarantee clinical outcomes
* Accuracy and fit depend on the quality and accuracy of data provided by the Customer

Customer assumes full responsibility for:

* Prescription accuracy
* Treatment planning
* Prosthesis selection and suitability
* Clinical use, placement, and patient outcomes

Romanax acts solely as a technical fabricator and service provider and does not practice dentistry or provide medical advice.

---

## 12. INDEMNIFICATION

Customer agrees to indemnify and hold harmless Romanax from claims arising out of:

* Customer’s clinical decisions
* Improper use of products
* Inaccurate data or instructions
* Violations of law (including HIPAA)

This indemnity does NOT apply to Romanax’s gross negligence or willful misconduct.

---

## 13. PAYMENT TERMS

* Payment terms are as stated on invoices
* Late payments may incur interest of 1.5% per month or the maximum allowed by law
* Customer is responsible for collection costs, including attorneys’ fees

Romanax reserves the right to suspend services for non-payment.

---

## 14. INTELLECTUAL PROPERTY

All content, designs, and materials remain the property of Romanax or its licensors. No reproduction or distribution is permitted without written consent.

---

## 15. THIRD-PARTY SERVICES

Romanax is not responsible for third-party products, labs, or services.

---

## 16. ONLINE COURSES

Course materials are:

* For educational purposes only
* Not a substitute for professional training

No refunds unless explicitly stated in writing.

---

## 17. SUBSCRIPTIONS

* Subscription services may be canceled with written notice after the first billing period
* Pro-rated refunds may be issued at Romanax’s discretion

---

## 18. TERMINATION

Romanax may terminate or suspend services at any time for:

* Breach of this Agreement
* Non-payment
* Misuse of services

---

## 19. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Florida.

Any disputes shall be resolved exclusively in the courts located in Florida.

---

## 20. SEVERABILITY

If any provision is found unenforceable, the remaining provisions shall remain in full force.

---

## 21. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

---

## 22. ASSIGNMENT

Romanax may assign this Agreement in connection with a merger or sale. Customer may not assign without written consent.

---

## 23. CONTACT

Romanax LLC
[www.romanax.com](http://www.romanax.com)

---

By using our services, you acknowledge that you have read, understood, and agreed to this Agreement.