Terms and Conditions

By accepting “terms and conditions”, you accept ROMANAX LLC, terms and conditions as specified below.

ROMANAX LLC Warranty & Payment Statement

We, ROMANAX LLC ("RX" or “RX Lab” or "RX Labs" or “Company” or “us”), desire you, the dental providers, clinicians, and medical professionals (“Customer”) ordering dental devices (Device), satisfaction with the Device you have purchased. If the Device is not acceptable at the time of receipt or at the time of insertion, barring general limitations or limited warranty period conditions described below and provided prior Device history does not reveal an unwarranted order, we shall adjust, repair or replace the device at our discretion at no charge, preserving the full limited warranty period. Limited warranty conditions and periods are listed below and limited warranty period begins on the date the Device was shipped from our facility, not the insertion date.

1. Limited Warranty

Our limited service warranty covers the Device in use, against defects in workmanship and materials by adjustment, repair or replacement of the Device only. If unsatisfactory material performance is experienced within the service warranty period, the repair or replacement of the Device, excluding clinical costs, is covered. In this event, the remainder of warranty period of 60 days from original date of delivery remains intact.

2. Non-Warranty/ Exclusion Items

RX does not warrant work initially fabricated by another company. RX reserves the right to not warrant any Device which it feels does not have the clinical conditions for success. Device warranty will be voided if RX has notified the Customer of concerns about the accuracy of the materials received, the possibility of immediate or future failure or ill-fit. Warranties do not include nor apply to deviations from original work order instructions, nor Devices that have been damaged or are ill-fitting due to accident, patient non-compliance, negligence, abuse, supporting bone, tooth or tissue failure, changed dentition, dental or muscular parafunctional habit, improper clinical protocols, or improper oral hygiene. Unwarranted orders include cases requiring clinically-requested lab alterations to original case materials, as well as clinically-overruled laboratory requests for new materials, Devices or process changes. Further, the Limited Warranty does not include nor apply to Devices that have been previously non-warranted in Device history record or have failed due to misdiagnosis or incorrect choice of Device. Warranties do not include nor apply to work performed by another laboratory, cash refunds, temporary replacements, costs incurred for removal or reinsertion or costs incurred by another laboratory. To be eligible for Bar and Abutments Limited Warranty, Devices must be placed upon an implant for which the safety and efficacy was supported by at least 2 years of clinical data for this specific implant based on reported data of a minimum of 10 patients published in a peer-review journal; failure is not caused by a trauma, an accident, or by any other damage caused by the patient or a third party; implants were not placed in patients with accepted contra-indicated conditions to successful implant integration, including but not limited to diseases related to alcoholism, habitual smoking, uncontrolled diabetes, and habitual drug dependency. The limited warranty does not apply to Devices sold to other laboratories.

3. Conditions to Warranty

To make a warranty claim, return the Device together with an explanation of the problem and your request for a Device adjustment, repair or replacement. The original work authorization (or evidence of original purchase) must be included with a new completed work authorization and new Device models, the original Device and models must be returned including all original alloy (if applicable). No warranty will be given if the complete work is not paid in full and the customer has an outstanding balance. RX maintains the sole right to decide if adjustment or replacement of the Device is appropriate for the desired correction.

4. Disclaimer of All Other Warranties

RX manufactures all Devices according to specifications as submitted to the lab. EXCEPT FOR THE EXCLUSIVE LIMITED WARRANTY OF REPAIR AND REPLACEMENT AS PROVIDED ABOVE, RX HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE DEVICE, ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OR CAPACITY OF MATERIALS IN THE DEVICE OR WORKMANSHIP IN THE DEVICE, NOR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER. COMPANY SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED, DIRECTLY OR INDIRECTLY, BY THE INSERTION OF THE DEVICE, THE USE THEREOF, OR THE FAILURE OR OPERATION THEREOF.

Except where prohibited by law, RX WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM THE USE OF A DEVICE, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, regardless of the theory asserted, including warranty, contract, negligence or strict liability and if such disclaimer is not permitted by law, the duration of any implied warranty is limited to 90 days from the date of delivery.

CUSTOMER AGREES AND UNDERSTANDS: THAT NEITHER COMPANY NOR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS OR EMPLOYEES (COLLECTIVELY, “REPRESENTATIVES”) IS AN INSURER; THAT CUSTOMER CURRENTLY HAS AND SHALL ALWAYS MAINTAIN INSURANCE COVERING THE CUSTOMER FOR USE/INSERTION OF THE DEVICE; THAT RECOVERY FOR ALL SUCH LOSS, DAMAGE AND EXPENSE SHALL BE LIMITED TO ANY SUCH INSURANCE COVERAGE ONLY; AND THAT COMPANY AND REPRESENTATIVES ARE RELEASED FROM ALL LIABILITY, INCLUDING CONSEQUENTIAL AND INCIDENTIAL DAMAGES, DUE TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT, EXPRESS OR IMPLIED, BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BY LOSS OR DAMAGE RESULTING FROM INSERTION OF THE DEVICE OR THE DEVICE ITSELF.

It is expressly understood and agreed that each and every provision of this agreement which provides for the limitation of liability, disclaimer or warranties or exclusion of damages, is intended by the parties to be severable from any other provision and is a severable and independent element of risk allocation and is intended to be enforced as such.

5. Indemnification

Customer shall indemnify, defend (with attorneys of RX choice), and hold RX harmless from (without any condition that company or representatives first pay) all losses, and claims for damages and expenses including, without limitation attorney’s fees, which may be asserted against or incurred by RX or its agents, officers, and representatives. made by any third parties including the customer’s insurance company, for (i) breach of contract or warranty, express or implied; (ii) active or passive sole, joint or several negligence of any kind or degree; (iii) product or strict liability; or (iv) a claim for indemnification or contribution,

6. Modification or withdrawal of the limited warranty

RX reserves the right to modify or withdraw this limited warranty statement at any time without notice. Any such modification or withdrawal will not affect Devices already installed, and fully paid by the Customer/Customer to RX, prior to the date thereof.

7. Miscellaneous Terms

This Limited Warranty Statement constitutes the entire agreement and understanding between Customer and RX, superseding any prior agreements and understandings, and governs your use of our Devices and/or services. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party labs or third-party Devices or implants. Our failure to enforce or exercise any right or provision of this Statement shall not constitute a waiver of such right or provision. If any provision of this Statement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and in full force and effect. Customer agrees that this Statement and any other agreements referenced herein, including RX's General Conditions of Sale, are valid and enforceable and may be assigned by RX, in our sole discretion, to a third party in the event of a merger or acquisition. The section titles and headings are for convenience only and have no legal or contractual effect.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Statement or any Agreement.

Any rights not expressly granted herein are reserved by and for us.

Certain sections in this Statement may contain references to separate terms and conditions, which are in addition to this Statement. In the event of a conflict, the additional terms and conditions will govern for those sections.

The person submitting this work order agrees, or agrees on behalf of the doctor submitting this work order to accept responsibility for payment and agrees to pay all collection costs including attorney’s fees.

8. Concerning CBCT Implant Surgical Guides

RECITALS

WHEREAS, the Company provides a surgical guide to its customers for a variety of dental and oral surgeries (“Surgical Guide”) and provides a surgical plan for the Surgical Guide (“Surgical Plan”);

WHEREAS, the Customer desires to engage the Company for the supply of Surgical Guides and Surgical Plans and the Company desires to provided the Customer Surgical Guides and Surgical Plans pursuant to the terms herein; NOW THEREFORE, in consideration of the above recitals and the covenants and promises hereinafter set forth, Company and Customer agree as follows:

1.0 SURGICAL GUIDE. The Customer will provide the Company digitally imaged data or DICOM data (“Data”) for the patient. From this Data, the Company will prepare a preliminary virtual surgery for the Customer. The preliminary virtual surgery will be reviewed, modified and approved by the Customer. Upon the Customer’s approval and submission of the Work Authorization Form for each patient, a copy of the form is attached hereto as Exhibit A and incorporated herein by this reference, the Company will
obtain or manufacture the requested Surgical Guide and/or the requested Surgical Plan. It is the sole responsibility of the Customer to inspect and approve the Surgical Guide and Surgical Plan.

a) SCAN APPLICANCE. The term “Scan Appliance” refers to the appliance that is placed in the patient’s mouth while the CT or MRI is taken. It is from this scan that the Data is produced. The Company recommends using its Scan Appliances to ensure accurate Data and Surgical Guides. If a Scan Appliance manufactured by a third party is used, and/or models from which the Scan Appliance is made is not provided to the Company for fit verification of the Surgical Guides the Company is not responsible for inaccurate or defective Surgical Guides and/or Surgical Plans.

b) CUSTOMER REPRESENTATIONS. If the Customer is the end user dental provider, the Customer represents that he or she is a licensed dental professional qualified to (1) order the Data and review it for accuracy (2) review and approve the Surgical Plan and (3) to perform the dental procedures outlined in the Surgical Plan and/or to use the Surgical Guide. If the Customer is not the end user dental provider, the Customer represents that (1) it is qualified to order the Data, Surgical Guide and Surgical Plan and review and approve them for accuracy and (2) that the end user dental provider is a licensed dental professional qualified to review and approve the Surgical Guide and/or Surgical Plan and to perform the dental procedures outlined in the Surgical Plan and/or to use the Surgical Guide. Customer represents that any Surgical Plan or Surgical Guide ordered or used was done so at the Customer’s sole request and
specifications. The Customer agrees to take full medical responsibility for the design and the application of the Surgical Plan and Surgical Guide. Customer represents that it is solely responsible for inspecting and approving the Surgical Guide and Surgical Plan and any requested changes thereto.

c) DISCLAIMER OF WARRANTIES. COMPANY HAS NOT MADE AND DOES NOT MAKE ANY
WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESSED OR IMPLIED, AS TO THE
FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SURGICAL PLAN OR
SURGICAL GUIDE, ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OR CAPACITY OF
MATERIALS IN THE SURGICAL GUIDE OR WORKMANSHIP IN THE SURGICAL GUIDE, COMPANY’S
TITLE TO THE SURGICAL PLAN OR SURGICAL GUIDE NOR ANY OTHER REPRESENTATION OR
WARRANTY WHATSOEVER. Company shall not be liable to Customer for any loss, damage, or expense of any kind or nature caused, directly or indirectly, by the Surgical Plan or Surgical Guide or the use thereof or the failure or operation thereof.

d) DISCLAIMER AND LIMITATION OF LIABILITY. CUSTOMER AGREES AND UNDERSTANDS:
THAT NEITHER COMPANY NOR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS OR EMPLOYEES (COLLECTIVELY, “REPRESENTATIVES”) IS AN INSURER; THAT CUSTOMER CURRENTLY HAS AND SHALL ALWAYS MAINTAIN INSURANCE COVERING THE CUSTOMER FORUSE OF THE SURGICAL GUIDE AND SURGICAL PLAN; THAT RECOVERY FOR ALL SUCH LOSS, DAMAGE AND EXPENSE SHALL BE LIMITED TO ANY SUCH INSURANCE COVERAGE ONLY; AND THAT COMPANY AND REPRESENTATIVES ARE RELEASED FROM ALL LIABILITY, INCLUDING CONSEQUENTIAL AND INCIDENTIAL DAMAGES, DUE TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT, EXPRESS OR IMPLIED, BREACH OF WARRANTY, EXPRESS OR IMPLIED, OR BY LOSS OR DAMAGE RESULTING FROM THE SURGICAL GUIDE AND/OR THE SURGICAL PLAN. THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF COMPANY OR REPRESENTATIVE OF THE COMPANY FOR ANY LOSS, DAMAGE OR EXPENSE DUE TO ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE WHICH OCCURS BEFORE OR AFTER THE SIGNING OF THIS AGREEMENT, PRODUCT OR
STRICT LIABILITY, BREACH OF WARRANTY, EXPRESS OR IMPLIED, BREACH OF CONTRACT, EXPRESS OR IMPLIED, OR FOR CONTRIBUTION OR INDEMNIFICATION, SUCH LIABILITY SHALL BE LIMITED TO THE MAXIMUM SUM OF TWO HUNDRED AND FIFTY DOLLARS ($250.00) COLLECTIVELY FOR COMPANY AND REPRESENTATIVES, AND THIS SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY REGARDLESS OF WHAT LEGAL AUTHORITY IS USED TO DETERMINE THAT THE COMPANY WAS LIABLE FOR THE INJURY OR LOSS. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR THE LIMITATION OF LIABILITY, DISCLAIMER OR WARRANTIES OR EXCLUSION OF DAMAGES, IS ATTENDED BY THE PARTIES TO BE SEVERABLE FROM ANY OTHER PROVISION AND IS A SEVERABLE AND INDEPENDENT ELEMENT OF RISK ALLOCATION AND IS INTENDED TO BE ENFORCED AS SUCH.

e) USE OF SURGICAL GUIDE. The Surgical Guide and Surgical Plan are to be used by qualified dental professionals only. Customer agrees to control the conformity of any delivered Surgical Guide before using it. Should the Customer omit to perform such control or decide to nevertheless use a non-conformable Surgical Guide, the Customer frees the Company from any liability whatsoever. Customer shall not make any modification, alteration or addition to the Surgical Guide.

f) INDEMNIFICATION. IF ANYONE OTHER THAN THE CUSTOMER, INCLUDING THE
CUSTOMER’S INSURANCE COMPANY, ASKS COMPANY OR REPRESENTATIVES TO PAY FOR ANY
LOSS, DAMAGE OR EXPENSE (INCLUDING ECONOMIC LOSSES, PROPERTY DAMAGE, PERSONAL
INJURY OR DEATH) DUE TO (I) BREACH OF CONTRACT OR WARRANTY, EXPRESS OR IMPLIED, (II)
ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE BY
COMPANY OR REPRESENTATIVES, (III) PRODUCT OR STRICT LIABILITY, OR (IV) A CLAIM FOR
INDEMNIFICATION OR CONTRIBUTION, CUSTOMER AGREES TO PAY (WITHOUT ANY CONDITION
THAT COMPANY OR REPRESENTATIVES FIRST PAY) FOR ALL LOSSES, DAMAGES AND EXPENSES
INCLUDING, WITHOUT LIMITATION ATTORNEYS FEES, WHICH MAY BE ASSERTED AGAINST OR
INCURRED BY COMPANY OR REPRESENTATIVES.

Customer shall indemnify, defend (with attorneys of RX' choice), and hold RX harmless from (without any condition that company or representatives first pay) all losses, and claims for damages and expenses including, without limitation attorney’s fees, which may be asserted against or incurred by RX or its agents, officers, and representatives. made by any third parties including the customer’s insurance company, for (i) breach of contract or warranty, express or implied; (ii) active or passive sole, joint or several negligence of any kind or degree; (iii) product or strict liability; or (iv) a claim for indemnification or contribution,

9 , Concerning Nesting and Slicing Services

a. The Customer agrees not to upload any copyrighted/trademarked/HIPAA material for our service(s). If the Customer violates any copyrighted, trademarked, HIPAA laws, the Customer agrees, by the use of our service, to accept and assume all liability and responsibility. Company shall not be held fiduciary responsible for any lawsuits/verdicts/rulings against Customer.

b. Limited Warranty

Our limited service warranty covers the nesting/slicing services in use, against defects in workmanship by adjustment, reworking or replacement of the service only. If unsatisfactory service performance is experienced within the service warranty period, the rework or replacement of the nesting/slicing service, excluding additional costs, is covered. In this event, the remainder of warranty period of 15 days from original date of delivery remains intact. Limited Warranty is subject to the following conditions:

i) The Customer must provide proof of any failed printed component by submitting photos or other item as evidence of print failure(s) along with printer calibration evidence as instructed by the Company to ensure and rule out issues with the printer used in conjunction with our service(s). The Company will make the final determination if the print failure was a result of the service provided or if the failed print was the cause of the Customer.

c. Indemnification

10, Concerning Online Courses

a . By enrolling in a RX course the customer agrees not to copy, duplicate, distribute and/or alter any course material (to include but not limited to videos, workbooks, forms, tests) without written consent from RX.

b. Customer shall indemnify, defend (with attorneys of RX' choice), and hold RX harmless from (without any condition that company or representatives first pay) all losses, and claims for damages and expenses including, without limitation attorney’s fees, which may be asserted against or incurred by RX or its agents, officers, and representatives. made by any third parties including the customer’s insurance company, for (i) breach of contract or warranty, express or implied; (ii) active or passive sole, joint or several negligence of any kind or degree; (iii) product or strict liability; or (iv) a claim for indemnification or contribution,

c. Customer agrees that the course content presented should be used a reference only and is only intended for informational and educational purposes. This course does not replace any formal, traditional or certified medical/dental training. Any diagnosing or medical/dental treatment planning should be done by a license professional. Final placement/identification of any implants, nerves, anatomical landmarks or anything related to the any dental or medical treatment or care should be done by a licensed professional

d. Customer agrees to at least 1 month access to the course materials, refunds/exchanges will not be provided without written notice from RX.

e. Customer agrees to complete all course material/content and to submit a final project for review in order to receive the full 6 hours of NBC approved CE credit.

11, Concerning Unlimited Surgical Guide Plans

a. By subscribing to in our unlimited guide plans, customer agrees to pay invoiced fee within 10 days of the due date or we reserve the right to cancel services due to none-payment.

b. RX will provide services listed on our most current Unlimited Surgical Guide Plans brochure which is sent to the customer at the time of purchase or with-in 7 days after payment is received.

c. Customer shall indemnify, defend (with attorneys of RX' choice), and hold RX harmless from (without any condition that company or representatives first pay) all losses, and claims for damages and expenses including, without limitation attorney’s fees, which may be asserted against or incurred by RX or its agents, officers, and representatives. made by any third parties including the customer’s insurance company, for (i) breach of contract or warranty, express or implied; (ii) active or passive sole, joint or several negligence of any kind or degree; (iii) product or strict liability; or (iv) a claim for indemnification or contribution as a result of service interruption.

d. We reserve the right to cancel service at any time, customer will receive a pro-rated refund for the month of the cancellation.

e. Customer may cancel subscription at any time after the first month of service is provided. Customer must send written notification to cancel any/all plans.

ASSIGNABILITY OF AGREEMENT. This Agreement is not assignable by Customer except upon the written consent, no Company, which shall be in Company’s sole and absolute discretion. This Agreement or any portion thereof is assignable by Company in its sole and absolute discretion.