Terms of Service

Prime Lab Admin · Prime Dental Lab Inc. · Effective date: October 4, 2026

These Terms of Service (the "Terms") are a binding agreement between Prime Dental Lab Inc., an Illinois corporation ("Prime", "we", "us"), and the laboratory or other business that downloads, installs or uses the Prime Lab Admin software (the "Software"). By downloading, installing, signing in to or using the Software you accept these Terms on behalf of that business (the "Laboratory", "you") and confirm that you are authorised to bind it. If you do not accept these Terms, do not download, install or use the Software.

1. The Software

Prime Lab Admin is management software for dental laboratories. It is installed on the Laboratory's own computer and stores the Laboratory's records on that computer. The Software connects to the internet for the functions described in the Privacy Policy. The Software is a business tool; it is not a medical device and does not provide medical, dental, legal, tax or accounting advice.

2. Ownership and intellectual property

The Software, including its code, design, screens, texts, documentation, databases structures, trademarks, logos, know-how and every update, is and remains the exclusive property of Prime Dental Lab Inc. and is protected by copyright, trade secret and other intellectual property laws. The Software is licensed, not sold. No right, title or interest in the Software passes to you except the limited licence in Section 3. All rights not expressly granted are reserved by Prime. The Laboratory acknowledges that it has no claim of ownership, co-authorship or any other right in the Software, its results or its future versions.

Any suggestion, idea, request or feedback that you give us about the Software may be used by Prime freely and without any obligation or payment to you, and becomes part of Prime's property when incorporated into the Software.

3. Licence

Subject to these Terms and to payment of the applicable fees, Prime grants the Laboratory a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to install and use the Software for the Laboratory's own internal business, on computers and devices under the Laboratory's control, by the Laboratory's staff and by the clinics and doctors the Laboratory admits to its own portal.

You may not, and may not allow anyone else to: copy, modify, translate, adapt or create derivative works of the Software; reverse engineer, decompile, disassemble or otherwise try to obtain its source code; sell, rent, lease, lend, sublicense, distribute, publish or make the Software available to third parties; remove or alter any notice, mark or protection in the Software; use the Software to build, train or improve a competing product or service; use the Software in breach of any law; or share accounts or circumvent licence, user or edition limits.

4. Fees, term and renewal

• The licence fee is the price agreed with Prime when the Laboratory obtains the Software. Fees are payable in advance, in full and without set-off.
• The licence term is one calendar month. It renews on the first day of each month upon payment in advance. Payment received within five days after the first day of the month keeps the licence uninterrupted; after that grace period the licence lapses until payment is received, and Prime may suspend updates, server functions and the Software's operation for the Laboratory.
• Prime may change its fees and editions. A changed fee applies from the next renewal after it is published on this page, in the Software or sent to the Laboratory's e-mail.
• All fees are non-refundable, except where a refund is required by law. Taxes, bank and payment-provider charges are borne by the Laboratory.
• Prime may offer a free or trial edition at its discretion and may end it at any time.

5. Laboratory data and responsibilities

• The Laboratory owns and is solely responsible for the records it enters into the Software (cases, patients, doctors, clinics, invoices, payments, documents, messages, files) and for their accuracy, lawfulness, backup and retention. The Software stores those records on the Laboratory's own systems; Prime does not host them and does not access them in the ordinary operation of the Software.
• The Laboratory is solely responsible for complying with all laws that apply to its business and data, including, where applicable, HIPAA and other health-information, privacy, consumer, tax and invoicing laws, and for obtaining any consent its patients, doctors or clinics may require. Because Prime does not receive, store or access protected health information through the Software, Prime is not acting as a business associate or data processor of the Laboratory, and no business associate or data processing agreement is formed by these Terms. Any such agreement exists only if signed separately in writing by Prime.
• The Laboratory is responsible for its accounts, passwords, secrets, devices, networks and for every action taken under its accounts, including the accounts it creates for its staff, clinics and doctors.
• Messages that the Laboratory sends from the Software (invoices, statements, reminders, case messages) are sent from the Laboratory's own mailbox, under the Laboratory's name and on the Laboratory's responsibility.

6. Usage data and analytics

By downloading, installing or using the Software the Laboratory consents to Prime collecting, recording, storing, analysing and using data about the installation and use of the Software, all of its screens, modules, functions and services (the "Usage Data"), and to the transmission of such Usage Data to servers operated by or for Prime or to other locations designated by Prime. Prime decides, in its sole discretion, which Usage Data it collects, how it is analysed and for what business purposes it is used, including product improvement, support, licensing, security, statistics and the development of new products and services, and may change this at any time. Prime has no obligation to report to the Laboratory on the Usage Data it collects or to notify the Laboratory of changes in such collection, beyond what the law requires and what is described in the Privacy Policy. Usage Data does not include the content of the Laboratory's patient records.

7. Third-party services

Some functions use services that the Laboratory connects under its own accounts and at its own cost and risk: Google (sign-in), the Laboratory's e-mail provider, Stripe (payment links), Telegram (inbox bot), Cloudflare (remote access), an AI assistant application and its provider, and Google Gemini (Studio media). Those services are governed by their own terms and policies. Prime is not a party to them, does not control them and is not responsible for their availability, conduct, fees or results.

8. Updates, changes and discontinuation

Prime may, at any time and without notice, add, change, limit, suspend or remove functions, editions or services of the Software, publish updates, change system requirements and discontinue the Software or any part of it. The Software offers an update when it is opened; support is provided only for the current release. Prime has no obligation to provide any particular update, function, support level or service availability.

9. No obligations beyond these Terms

Prime's only obligation to the Laboratory under these Terms is to make the licensed Software available for download in the form in which Prime publishes it. Prime does not undertake any service level, response time, continuity, data recovery, migration, training or consulting obligation unless agreed separately in writing and signed by Prime. Any assistance Prime chooses to give is voluntary and does not create a continuing obligation.

10. Acceptable use and audit

You agree not to use the Software for unlawful purposes, to attempt unauthorised access to other laboratories' systems or to Prime's systems, to interfere with the Software's security or licence features, to overload or disrupt Prime's servers, or to infringe the rights of others. Prime may verify the Laboratory's compliance with these Terms, including the number of installations and users, through the Software and through reasonable written requests, and the Laboratory will cooperate.

11. Suspension and termination

Prime may suspend or terminate the licence and the Laboratory's access to updates and server functions at any time, with or without notice, if the Laboratory breaches these Terms, fails to pay, or if Prime discontinues the Software or reasonably considers suspension necessary for legal, security or business reasons. The Laboratory may stop using the Software at any time by uninstalling it. On termination the licence ends, the Laboratory must stop using the Software, and fees already paid are not refunded. The uninstaller lets the Laboratory keep or delete the records stored on its computer; the Laboratory is responsible for exporting or preserving its records before the licence ends. Sections 2, 5, 6, 9 and 12 to 17 survive termination.

12. Warranty disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, PRIME DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PRIME DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPATIBLE WITH YOUR SYSTEMS OR THAT IT WILL MEET ANY REGULATORY REQUIREMENT THAT APPLIES TO THE LABORATORY. THE LABORATORY USES THE SOFTWARE AT ITS OWN RISK.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PRIME, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, REVENUE, BUSINESS, GOODWILL OR USE, OR FOR THE COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THE SOFTWARE OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PRIME'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS RELATING TO THE SOFTWARE OR THESE TERMS SHALL NOT EXCEED THE LICENCE FEES ACTUALLY PAID BY THE LABORATORY TO PRIME IN THE ONE MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, IF NO FEES WERE PAID, ONE HUNDRED US DOLLARS. These limitations are an essential basis of the bargain and apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations; in that case the limitation applies to the greatest extent permitted.

14. Indemnification

The Laboratory will defend, indemnify and hold harmless Prime and its officers, directors, employees and contractors from and against all claims, damages, losses, liabilities, fines, costs and expenses (including reasonable attorneys' fees) arising out of or related to: the Laboratory's records and their processing; the Laboratory's breach of these Terms or of any law, including health-information and privacy laws; the Laboratory's use of third-party services; or any claim by the Laboratory's patients, doctors, clinics, staff or partners.

15. Changes to these Terms

Prime may change these Terms at any time by publishing the updated Terms on this page, in the Software or with a release of the Software. The effective date at the top shows the current version. Changes take effect when published, and the Laboratory's continued download, installation or use of the Software after that is acceptance of the updated Terms. If the Laboratory does not agree, its only remedy is to stop using the Software.

16. Governing law and disputes

These Terms are governed by the laws of the State of Illinois, USA, without regard to its conflict-of-law rules, and by applicable federal law of the United States. Any dispute arising out of or relating to the Software or these Terms shall be brought exclusively in the state or federal courts located in the State of Illinois, and the Laboratory consents to their personal jurisdiction and venue. Prime may nevertheless seek injunctive or other relief to protect its intellectual property in any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. General

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between the Laboratory and Prime about the Software and replace all prior understandings. No term proposed by the Laboratory (including in purchase orders) applies unless signed by Prime.
• Assignment. The Laboratory may not assign or transfer these Terms or the licence. Prime may assign them freely.
• Severability and waiver. If any provision is held unenforceable, it is limited to the minimum extent necessary and the rest remains in force. Prime's failure to enforce a provision is not a waiver.
• Export and sanctions. The Laboratory will comply with applicable export control and sanctions laws and confirms it is not a restricted party.
• Language. These Terms are written in English; any translation is for convenience only.
• Notices. Notices to Prime: prime@primelabinc.com. Notices to the Laboratory: the e-mail address of the Laboratory's owner account, the Software, or this page.

18. Contact

Prime Dental Lab Inc. (Illinois, USA) · prime@primelabinc.com · primelabinc.com