Pilot Program Agreement

Dental SmartMirror System
Pilot Participation Agreement

This Pilot Participation Agreement (this “Agreement”) is made as of the ___ day of _______________, 20__, by and between Dental SmartMirror, Inc., a Delaware corporation (“Smart”) and _________________________ (“You”).

Initially, Smart thanks You for your willingness to participate as a pioneer in the novel technology and its introductory pilot program (the “Pilot Program”) for the use of the SmartMirror System (the “Smart System”). The Pilot Program period is estimated to last between six and nine months. At the end of the Pilot Program, the Smart System shall be retained by You at no further cost.

The Smart System is designed as a dental tool to facilitate your improved viewing of a patient’s teeth, surrounding tissue and mouth area, together with the creation of data and images of those areas relating to each such patient. You agree to use the patented Smart System substantially in accordance with the directions provided with the Smart System.

Your participation in the Pilot Program and your input and evaluation of the Smart System is very much appreciated and will contribute to the enhanced evolution of the Smart System. The Smart System consists of the following equipment: two (2) SmartMirrors; a two-mirror base charging platform; one (1) Intel NUC computer pre-loaded with customized Smart System software.

Upon the expiration of the Pilot Program, Smart will deliver to You, at no additional cost, two (2) new then current versions of the SmartMirror together with the Company’s standard limited warranty. Upon receipt of the two (2) new SmartMirrors, You agree to return the two (2) SmartMirrors delivered to you as part of the Pilot Program to the Company in the pre-paid envelope or box provided by the Company.

We anticipate that the Smart System will enable You to see better, providing for earlier identification of any tooth, gum, or mouth disease, resulting in earlier and improved treatment. As a participant in the Pilot Program, You will be a pioneer and “first mover” in this technology and will develop skills and techniques that will facilitate and improve your practice and the dental health of your patients.

_______________ (“Third Party Contractor]”), an independent contractor, will deliver the Smart System to You in accordance with your agreement with Third Party Contractor. In return, you have agreed to pay [FILL IN DOLLAR AMOUNT] to Third Party Contractor for the right to participate in the Pilot Program. Third Party Contractor shall service and repair or replace to the extent reasonably necessary for proper operation the physical parts and components of your Smart System and correct any issues arising out of the physical installation of the Smart System.

Smart will, on a remote basis only, provide the support and services relating to the software constituting part of the Smart System, including any updates, upgrades, patches, additions and modifications relating to the Smart System deemed necessary or desirable in the judgment of Smart for the effective operation of the Smart System. Smart will also provide all necessary data and retrieval storage and maintenance services. All fees for the services provided by Smart, including, data storage, maintenance and subsequent upgrades are waived by Smart throughout the term of the Pilot Program. If you continue to use the Smart System after the end of the Pilot Program, Smart reserves the right to charge You for various of the services described above and for additional optional services and features such as but not limited to auto-charting and repair coverage, extended warranty coverage and other features for the Smart System similar to “Apple Care” for your Apple products.

During the term of the Pilot Program, Dentist agrees to report to Smart from time to time either by email or through Smart’s website, any issues or critiques in system performance to enable Smart to continue its ongoing evaluation of the effectiveness and performance of the Smart System.

With your express permission hereby granted, Smart will acknowledge You and your practice on its website as an initial participant in this new and exciting Smart System protocol. You agree that the Smart System provided to You for use during the Pilot Program will be used exclusively by You and your employees and staff only in your office and may not be transferred, used, or resold without the express written consent of Smart. Any dispute arising out of the terms and conditions of this Agreement will be governed by the laws of the State of Illinois.

IN WITNESS whereof, the parties hereto have executed this Agreement as of the date and year set forth above.