Terms of Service

LAST UPDATED: MAY 22 2017

DENTAL INTEL TERMS OF SERVICE

As part of your registration process, or by signing up for an account, or by accessing the Service (as defined herein), you agree to be bound by the terms and conditions (collectively the “Terms”) contained herein which form a contract (the “Agreement”) between you and the Dental Intelligence, Inc. (referred to herein as Dental Intel, we, us, or our) that governs your access and use of Dental Intel’s online services and any related software that you may install on your computer(s) (collectively the “Service” or at times the “Services”), as well as Dental Intel’s privacy policy and any other legal notices, conditions or guidelines provided by Dental Intel or posted on the Site (as defined herein).  If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising to Dental Intel that you have the authority to bind that organization to this Agreement and these Terms (in which event, you and your will refer to that organization). You may use the Services only in compliance with these Terms and only if you have the power to form a contract with Dental Intel and are not barred under any applicable laws from doing so. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE THE SERVICES.  Should you have any questions concerning this Agreement, please contact legal@dentalintel.com.  If you do not have authority, or if you do not accept the Terms, then you must not click on Sync or Login button and you may not use the Service.  

  1. CHANGES TO THE TERMS.  We reserve the right to revise the Terms from time to time, at which time we will date and post the most current version of these Terms on the Dental Intel website. Any changes will be effective upon posting the revised version of these Terms on the Service (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion we deem a revision to these Terms to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via www.dentalintel.com (the “Site”) or related Dental Intel blogs. Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes. If you don't agree to any of the changes, we're not obligated to keep providing the Service, and you must cancel and stop using the Service.

  1. ACCESS TO SERVICES/LICENSE
  1. You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.  Dental Intel hereby grants you, during the Term of this Agreement, a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement.  All rights not expressly granted to you are reserved by Dental Intel and its third party licensors or suppliers (collectively, the “Licensors”).  In addition to the other restriction contained herein, you agree not to license, sublicense, sell, resell, transfer assign, distribute or make any commercial exploitation of the Service, not to make the Service available to any third-parties, or do the same with any content that is provided by, or generated in connection with, the Service (collectively the “Content”).  
  2. You agree that Dental Intel may publish, modify and amend any and all Content in any manner, including on any website that is managed, or controlled by Dental Intel, including Content consisting of promotions, advertisements and listings for non-competing local businesses, or products and services offered by Dental Intel.
  3. Unless otherwise agreed by Dental Intel, this Agreement, and the license granted herein, will be in force beginning on the start date of your subscription for the Service and will continue until you cancel the Service as outlined herein or in accordance with Dental Intel’s cancellation policy (the “Term”).

  1. YOUR ACCOUNT
  1. To obtain access to certain Services, you may be required to obtain an account with Dental Intel (become a “Registered User”), by completing a registration form and designating a user ID and password. When registering with Dental Intel you must: (i) provide true, accurate, current and complete information about yourself as requested by the Service's registration form (such information being the Registration Data) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Dental Intel may withdraw such approval at any time in its sole discretion, with or without cause.
  2. Only you may use your Dental Intel account. You must keep your account and passwords confidential and not authorize any third party to access or use the Service on your behalf, unless we provide an approved mechanism for such use. You must contact us right away if you suspect misuse of your account or any security breach in the Service. You are responsible for all activities that take place with your account. Dental Intel will not be liable for any loss or damage arising from any unauthorized use of your accounts.
  3. If a third party such as an employer, or school gave you your account, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store content in your account. If you are an individual Registered User of the Service, and the domain of the primary email address associated with your account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establishes a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between Dental Intel and such organization and controlled by such organization.

  1. CONSENT COMMUNICATION AND SERVICES.
  1. By registering with Dental Intel, you understand that we may send you communications or data regarding the Services, including but not limited to (i) notices about your use of the Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding Dental Intel's products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.
  2. In connection with the provision of technical support, training and other Services, you agree that Dental Intel may remotely log-in to your computers, devices and systems for purposes of providing the support, training or other Services, including, without limitation, technical trouble shooting, answering questions, benchmarking and providing training to you or your personnel. Remote login may be conducted through the use of third party entities. You further agree that Dental Intel may also remotely log-in at any time as necessary or appropriate to maintain our Services.
  3. Dental Intel reserves the right to log off accounts that inactive for an extended period of time.  In addition, Dental Intel may quarantine suspected messages. Dental Intel also may modify any domain and user settings with or without notice, including without limitation, altering settings so that spam or bulk email is denied, rather than being quarantined, to avoid space capacity issues which jeopardize the technical or economic viability of the services offered, or the system used to implement the services.
  4. You agree that Dental Intel may automatically check the version of a Service that you are utilizing and may provide updates or upgrades remotely via the Internet. You consent to the receipt of updates or upgrades by means of download to your computers and systems.
  5. You agree to keep your computers powered on during the Services runtimes that you specify. You must add Dental Intel or its third party affiliate to the “allowed” list of programs and ensure that your firewall and anti-virus software programs do not block us. Additionally, your practice management software must always be accessible by Dental Intel. It is your responsibility to contact Dental Intel if you are upgrading or changing your computer systems.
  6. The Service may require you to give Dental Intel access to or require you to provide login information and password information for accounts or services you may have with third party providers. When you provide this information to Dental Intel or give Dental Intel access to these third party accounts, you agree that you have read all contracts and written agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give Dental Intel such access, login information and passwords.
  7. Dental Intel may record calls between you and our agents regarding the Service (“Service Calls”) and in connection with the Service, incoming calls, on your behalf as a Service, from, among others, your prospective clients (the “Inbound Calls” and, collectively with Service Calls, “Call Recording”). You consent to Call Recording and acknowledge you are responsible for notifying your employees and agents who may be recorded in a Service Call or Inbound Call (the “Recorded Persons”) and complying with all applicable laws, rules and regulations regarding call recording and privacy. It is your sole responsibility to provide and/or obtain, and you covenant that you will provide and/or obtain, all notices and permissions relating to Recorded Persons as may be required by applicable laws and regulations. You acknowledge and agree that if you collect information from Recorded Persons that may be subject to a privilege (including, but not limited to, attorney-client or doctor-patient privilege), you assume the full risk of using a third party provider for Call Recording, including any preclusion of the application of such privilege with respect to information exchanged during the Call Recording with the Records Persons.

  1. CUSTOMER DATA AND OWNERSHIP OF INTELLECTUAL PROPERTY
  1. As between Dental Intel and you, Dental Intel or its licensors own and reserve all right, title and interest in and to the Service and all hardware, software and other items used to provide the Service, other than the rights explicitly granted to you to use the Service in accordance with these Terms. No title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. You acknowledge and agree that except for the license granted pursuant to this Agreement, Dental Intel, or its assigns, retain all right, ownership, title and interest, including all associated intellectual property rights, in and to the Dental Intel technology, the Content along with the Service and any suggestions, ideas, enhancement requests, feedback, recommendations (collectively, “Feedback”) or other information provided by you or any other party relating to the Service. You retain all right, ownership, title and interest to any and all patient, customer or other data, including consumer review data, that is provided by you to Dental Intel in connection with the Services (the “Customer Data”) or provided to Dental Intel, subject to Dental Intel's right to use such Customer Data to provide the Service to you.
  2. This Agreement is not a sale to you and does not convey to you any rights of ownership in or related to the Dental Intel Service, Dental Intel technology, the Content, or Dental Intel intellectual property.  Any and all software, algorithms, applications, source codes, structures, sequences, routines, sub-routines and all the related programming, engineering or technological matter developed or created by Dental Intel or its assigns (along with all copyrights, patents, trademarks and other proprietary rights arising in connection therewith) are and shall remain the sole, exclusive and perpetual property of Dental Intel or its assigns. 
  3. You, not Dental Intel, have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and, except as provided in this Agreement or as required by law, Dental Intel shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, or for the improper or erroneous upload or extraction of any Customer Data. Dental Intel reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment as specified in this Agreement.
  4. The trademarks, trade names, service names or logos associated with the Service (collectively, the “Marks”) are trademarks of Dental Intel or its licensors, and no right or license is granted to use them. You hereby acknowledge Dental Intel or its licensors' perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto. You agree not to use or attempt to register any Mark that is confusingly or deceptively similar to the Marks.
  5. Except for material that we license to you, we don't claim ownership of any Customer Data that is transmitted, stored, or processed in your account(s). We also don't control, verify, or endorse the Customer Data that you and others make available on the Service.
  6. We provide functions that allow you to control who may access your Content. If you enable the features that allow you to share the Content with others, anyone you've shared content with (including the general public, in certain circumstances) may have access to your Content.
  7. You hereby grant Dental Intel and its contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose Content posted on the Service solely to the extent necessary to provide the Service or as otherwise permitted by these Terms.
  8. You represent and warrant that: (i) you have all the rights in the Customer Data necessary for you to use the Service and to grant the rights in this Section; and, (ii) the storage, use or transmission of the Customer Data doesn't violate any law or these Terms.
  9. You will:
  1. be solely responsible for the nature, quality and accuracy of the Customer Data;
  2. ensure that the Customer Data (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations;
  3. promptly handle and resolve any notices and claims relating to the Customer Data, including any notices sent to you by any person claiming that any Customer Data violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and
  4. maintain appropriate security, protection and backup copies of the Customer Data, which may include, your use of additional encryption technology to protect the Customer Data from unauthorized access. Dental Intel will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Customer Data.
  1. You must immediately notify Dental Intel in writing of any unauthorized use of any Content, any Account or the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Dental Intel with such cooperation and assistance related to any such unauthorized use as Dental Intel may reasonably request.

  1. CONTENT STORED IN THE UNITED STATES.  The Service is provided from the United States. By using and accessing the Service, you understand and consent to the storage and processing of the Content and any other personal information in the United States. Dental Intel reserves the right to store and process personal information outside of the United States, and will use commercially reasonable efforts to provide you with at least 30 days notice of any such changes in the processing location.

  1. SUSPENSION AND TERMINATION OF CUSTOMER'S USE OF THE SERVICE.  
  1. We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, in the event that any of the following apply: (i) the actual or suspected violation by you of these Terms; (ii) you use the Services in a manner that may cause Dental Intel to have legal liability or disrupt others' use of the Services; (iii) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (iv) scheduled downtime and recurring downtime; (v) any breach of your payment obligations; or (vi) unplanned technical problems and outages.
  2. If, in Dental Intel's determination, the suspension might be indefinite and/or Dental Intel has elected to terminate your access to the Service, Dental Intel will use commercially reasonable efforts to notify you through the Service. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service.
  3. Upon termination by Dental Intel, for reasons other than cause, or at your direction, you may request access to your Content, which we will make available for an additional fee. You must make such request with thirty (30) days following termination. Otherwise, any Content you have stored with the Service may not be retrievable, and we will have no obligation to maintain any data stored in your account.
  4. In addition to other termination provisions, if your account it not currently subject to a paid subscription plan with us, we at our discretion may terminate your account if: (i) you do not engage in any activity in your account within thirty (30) days after becoming a Registered User, or (ii) you do not engage in any activity in your account for any period of one-hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have stored will be lost.

  1. ACCEPTABLE USE.  
  1. You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or Dental Intel and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by Dental Intel) to access or use the Service. In addition, you promise that you will not and will not encourage or assist any third party to:
  1. modify, alter, tamper with, repair or otherwise create derivative works of any Services;
  2. reverse engineer, disassemble or decompile the Service used to provide or access the Service, including the Service, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
  3. use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any User Guides or any other policy, instruction or terms applicable to the Service that are available on the Service (collectively the “Policies”);
  4. sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
  5. remove, obscure or alter any proprietary rights notice pertaining to the Service;
  6. access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
  7. use the Service to:
  1. engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data;
  2. send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
  3. advertise or promote a commercial product or service that is not available through Dental Intel;
  4. store or transmit inappropriate Customer Data or Content, such as Customer Data or Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others;
  5. store or transmit anything that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or
  6. abuse, harass, stalk or otherwise violate the legal rights of a third party;
  1. interfere with or disrupt servers or networks used by Dental Intel to provide the Service or used by other users' to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of any Service or the Service;
  2. access or attempt to access Dental Intel's other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
  3. cause, in Dental Intel's sole discretion, inordinate burden on the Service or Dental Intel's system resources or capacity;
  4. share passwords or other access information or devices or otherwise authorize any third party to access or use the Service or the Service; or
  5. copy any of the ideas, features, graphics, or core functions of the Service.  
  1. Dental Intel reserves the right, in its sole discretion, to deactivate, change and/or require you to change your Dental Intel user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Services for any reason or for no reason. Dental Intel may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Customer Data.

  1. UPDATES TO THE SERVICE.  Dental Intel reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

  1. SOFTWARE.
  1. The use of any software used in connection with the Service is governed in one of two ways.  If you're presented with license terms that you must accept in order to use any software, those terms apply.  If no license is presented to you, these Terms apply. You must not work around any technical limitations in the software used in connection with the Services.
  2. The Service is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Services. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the Service without U.S. government permission to anyone on U.S. government exclusion lists. You represent and warrant that you're not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

  1. THIRD PARTY SERVICES AND CONTENT.  All transactions using Dental Intel's services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, Dental Intel is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Dental Intel shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.

  1. PRIVACY
  1. In order to operate and provide the Service, we collect certain information about you. As part of the Service, we may also automatically upload information about your computer or device, your use of the Service, and Service performance. We use and protect that information as described in the privacy policy located at the Site (the “Privacy Policy”). You further acknowledge and agree that we may access or disclose information about you, including the content of your communications, in order to: (i) comply with the law or respond to lawful requests or legal process; (ii) protect the rights or property of Dental Intel or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (iii) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Dental Intel employees, customers, or the public.
  2. We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the Service as part of our efforts to protect the Service, protect our customers, or stop you from breaching these Terms. The technology or other means we use may hinder or break your use of the Service.

  1. NO WARRANTY.  
  1. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY SET FORTH ABOVE, DENTAL INTEL IS NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE SERVICE, CONTENT OR TECHNOLOGY, AND DENTAL INTEL AND ITS LICENSORS, DISTRIBUTORS, PARTNERS AND AFFILIATES (COLLECTIVELY, THE “AFFILIATES”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICE, CONTENT AND TECHNOLOGY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, DENTAL INTEL, ITS PARENT, ANY THIRD PARTIES ACTING ON ITS BEHALF, AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY YOU DUE TO CAUSES BEYOND DENTAL INTEL'S OR ITS PARENT, ANY THIRD PARTIES ACTING ON ITS BEHALF, OR ITS AFFILIATES’ CONTROL.
  2. DENTAL INTEL EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY HAVE WITH YOUR PATIENTS, CONSUMERS OR SITE USERS, AND YOU WILL LOOK SOLELY TO SUCH PERSONS AND/OR ENTITIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS. YOU WILL BE SOLELY RESPONSIBLE FOR THE PROFESSIONAL AND TECHNICAL SERVICES YOU PROVIDE. DENTAL INTEL HAS NO LIABILITY FOR THE CONSEQUENCES TO YOU OR YOUR PATIENTS, CONSUMERS OR SITE USERS OF YOUR USE OF THE SERVICE.
  3. DENTAL INTEL OFFERS NO ASSURANCE THAT YOUR USE OF THE SERVICE UNDER THE TERMS OF THIS AGREEMENT WILL NOT VIOLATE ANY LAW OR REGULATION APPLICABLE TO YOU. DENTAL INTEL AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICE OR THE CONTENT ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SERVICE OR THE CONTENT OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.
  4. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICE IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT, TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICE DOES NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE.
  5. In the event that the jurisdiction where the Services are received by you does not allow the exclusion of implied warranties or the limitation of liability for damages, Dental Intel’s liability will be limited to the greatest extent permitted by the applicable law in that jurisdiction, keeping in mind the restrictions outlined herein.

  1. INDEMNIFICATION.  To the extent permitted by law, you will defend and hold harmless Dental Intel, including its parents, subsidiaries, affiliates, officers, directors, agents, employees, contractors, licensors, and other partners, from and against any claim, demand, judgment, liability, costs, expense (including attorney fees and costs), cost, loss, damage, or other liability arising from any third party demand or claim arising out of your breach or alleged breach of this Agreement, any of the documents referenced herein, or your violation of any applicable law, rule, or regulation.  

  1. LIMITATION OF LIABILITY.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DENTAL INTEL, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT); (ii) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (iii) ANY LOSS OF DATA OR OTHER CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SERVICE OR DENTAL INTEL’S OPERATIONS.  THIS LIMITATION APPLIES TO DAMAGES HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF DENTAL INTEL HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF DENTAL INTEL AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL THREE MONTHS OF YOUR SERVICE FEE FOR THE SERVICE OR FIVE DOLLARS ($5.00). THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

  1. CONTRACTING PARTY; GOVERNING LAW; VENUE & JURISDICTION.  You are contracting with Dental Intel with an address at 5132 N. 300 W. Ste. 100 Provo, UT 84604 USA. The laws of the State of Utah, U.S.A. govern the interpretation of these Terms and apply to claims for breach of these Terms, regardless of conflict of laws principles. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will, only to the extent required by applicable law, be subject to the laws of your state of residence in the United States, or, if you live outside the United States, the laws of the country in which you reside. You and we irrevocably consent to the exclusive jurisdiction and venue of the state courts located in Utah County, Utah, USA, for all disputes arising out of or relating to the Services, the Terms and this Agreement.

  1. NOTICES.  We may send you, in electronic form, information about the Service, additional information, and information the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Service or by access to a website that we identify. Notices emailed to you will be deemed given and received when the email is sent. If you don't consent to receive notices electronically, you must stop using the Service. You may provide legal noticed to us via email to legal@dentalintel.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Dental Intel, Attn: Legal Operations, 5132 N. 300 W. Ste. 100, Provo, Utah 84604. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

  1. BILLING, CANCELLATION AND REFUNDS.
  1. The fees applicable for the Service (the “Fees”) are available on the Site and/or in Dental Intel's then-current published price list. The price stated for the Service excludes all taxes and charges, unless stated otherwise. You're responsible for any taxes and for all other charges (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Dental Intel quoted for your account. Dental Intel reserves the right to change the quoted currency at any time.
  2. In addition to any Fees, you may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges, all of which are dependent on your agreements with your supplemental service providers.
  3. You must be authorized to use the payment method that you enter when you create a billing account. You authorize us to charge you for the Service using your payment method and for any paid feature of the Service that you choose to sign up for or use while these Terms are in force. We may bill: (i) in advance; (ii) at the time of purchase; (iii) shortly after purchase; or (iv) on a recurring basis for subscription Services. Also, we may charge you up to the amount you've approved, and we'll notify you in advance of the difference for recurring subscription Services. We may bill you simultaneously for more than one of your prior billing periods.
  4. You must keep all information in your billing account current. You can access and modify your billing account information within the Software. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.
  5. We'll notify you in advance, either through the Service or to the email address you have most recently provided to us, if we change the price of the Service. If there's a specific length and price for your Service offer, that price will remain in force for that time. After the offer period ends, your use of the Service will be charged at the new price. If your Service is on a period basis (for example, monthly) with no specific length, we'll notify you of any price change at least 30 days in advance. If you don't agree to these changes, you must cancel and stop using the Service via a phone call to (with cancellation confirmation from a Dental Intel representative) no later than fourteen (14) days prior to the conclusion of your current payment term, whether monthly, yearly, or otherwise. If you cancel, your Service ends at the end of your current Service period or, if we bill your account on a period basis, at the end of the period in which you canceled. If you fail to cancel as required, we will automatically renew the Service for the same term and will charge your payment information on file with us commencing on the first day of the renewal term.
  6. Payments for all accounts are registered to pay via credit card, and payments are due on the thirty (30) day anniversary of your registration date. If payment is not received by Dental Intel on the due date, user's account will be frozen, inaccessible, and all shared links will be turned off until all outstanding payments have been processed by Dental Intel. Users retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If not complied with, at the end of ninety (90) days, user's account will be deactivated and all data will no longer be retrievable.
  7. By submitting your credit/debit card data to Dental Intel, you authorize Dental Intel in its complete discretion to submit a financial transaction(s) to your issuing bank for settlement. You agree that once Dental Intel has approved or declined your transaction, Dental Intel has fully performed under the terms of this Agreement. You agree to contact Dental Intel in the event that you desire to cancel any recurring charge, prior to the next billing cycle. Should you fail to contact Dental Intel, you agree to indemnify and hold Dental Intel harmless from any losses or damages that you suffer as a result of a recurring charge. If you think that there is an error on your account, including an incorrect amount or unauthorized transaction, you agree to contact Dental Intel prior to the next billing cycle. Upon proper notification, Dental Intel, in its sole discretion may issue a credit to your Bank Card.
  8. Unless we notify you otherwise, if you're participating in any trial or free period offer, you must cancel the Service by the end of the trial period to avoid incurring new charges. If you do not cancel your Service and we have told you the Service will convert to a paid subscription at the end of the trial or free period, you authorize us to charge your payment method for the Service.
  9. Except as specifically set forth in this section, all Services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable. This includes accounts that are renewed.
  10. Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys' fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.
  11. Monthly Plan Additional Policies & Cancellation.  Dental Intel charges and collects in advance for use of the Services.  The Services are non-refundable. Once you provide billing information Dental Intel will charge any fees and the first payment due on signing and thereafter on that same day monthly. For example, if you signed up on the 20th of the month on our monthly subscription plan, Dental Intel will bill you for your implementation charge and the first months’ subscription the that day and on the 20th of each subsequent month for the service. Your billing cycle runs on the 20th of every month thereafter until cancelled. Customers can cancel with 30 days’ notice by sending an email to billing@dentalintel.com, we are always trying to improve, Dental Intel would be appreciated it if you could include details of how we can improve in the email. ​ Once received an account manager will reach out to the subscription owner to finalize the off-boarding process.  There are no refunds or credits for partial months, quarters or years of service.
  12. Yearly Plan Additional Policies & Cancellation.  Dental Intel charges and collects in advance for use of the Services. The Services rendered are non-refundable. Once you provide billing information Dental Intel will charge any fees and the first payment due on signing and thereafter on that same day each month for the twelve (12) month period of the yearly plan. For example, if you signed up on the 20th of the month on our yearly subscription plan, Dental Intel would bill you for your implementation charge and the first months’ subscription the first day and on the 20th of each subsequent month for the service. Your billing cycle runs on the 20th of every month thereafter. This yearly subscription plan will automatically renew for an additional 12 month period. In order to cancel, Dental Intel must receive written notification at least 30 days prior to the automatic renewal.  Cancellation prior to the end of any twelve (12) month period will result in a cancellation fee equal to the balance remaining on the twelve (12) month plan. Customers can cancel with 30 days’ notice by sending an email to billing@dentalintel.com, we are always trying to improve, Dental Intel would appreciate it if you could include details of how we can improve in the email. Once received an account manager will reach out to the subscription owner to finalize the off-boarding process.
  13. Integrated Plan Additional Policies & Cancellation.  If you receive the Services as an integrated part of the services provided by another party that has contracted with Dental Intel to provide the Services as a bundled part of services provided by that party (an “Enterprise Affiliate”), then you acknowledge and agree that the Enterprise Affiliate is responsible for keeping your account payments current and any failure to do so may result in cancellation of your access to the Services.  You acknowledge and agree that the Enterprise Affiliate has the authority and ability to cancel your access to the Services by following the same procedures outlined above for Monthly Plans or Yearly Plans, whichever applies to your Services.  

  1. MISCELLANEOUS.
  1. These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.
  2. We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.
  3. Dental Intel and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
  4. Claims must be filed within one (1) year. You must bring any claim related to these Terms or the Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn't filed in time, the claim is permanently barred.
  5. The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
  6. If you are a U.S. government entity, you acknowledge that any documentation that is provided are Commercial Items as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
  7. Dental Intel reserves the right to modify the terms of this Agreement from time to time, at its sole discretion; and your continued use of the Services constitutes your acceptance of such modified terms.
  8. With respect to any acquisition or use of the Service by or for any unit or agency of the United States Government (the “Government”), the Service shall be classified as “commercial computer software” as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the “FAR”) and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the “DFARS”). The Service was developed entirely at private expense, and no part of the Service was first produced in the performance of a Government contract. If the Service is supplied for use by the DoD, the Service is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Service is supplied for use by a Federal agency other than the DoD, the Service is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The manufacturer/Service provider is Dental Intel.
  9. You acknowledge that the Service is subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export this Service, directly or indirectly, to: (1) any countries that are subject to U.S. export restrictions; (2) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this Service may include technical data subject to export and re-export restrictions imposed by U.S. law.
  10. As applicable, you agree to fully comply with the provisions of the United States Foreign Corrupt Practices Act (“FCPA”) and/or the Organization for Economic Cooperation and Development (“OECD”) prohibiting foreign bribery and improper payments. Without limiting the generality of the foregoing, you represent and warrant that you have not and shall not at any time during the Term of the Agreement pay, give, or offer or promise to pay or give, any money or any other thing of value, directly or indirectly, to or for the benefit of: (i) any government official, political party, or candidate for political office; or (ii) any other person, firm, corporation or other entity, with knowledge that some or all of that money or other thing of value will be paid, given, offered or promised to a government official, political party or candidate for political office, for the purpose of obtaining or retaining any business, or to obtain any other unfair advantage, in connection with Dental Intel’s business. Further, you agree to maintain complete and accurate books and records for compliance with this sub-section titled “Foreign Corrupt Practices Act” in the event Dental Intel has reason to suspect or is placed on notice that you are in violation of this sub-section, or as required by law.

  1. COPYRIGHT COMPLAINTS AND REMOVAL POLICY.  Dental Intel does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported by sending an email to: legal@dentalintel.com . We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers. Our designated address for notice of alleged copyright infringement is: Attn: Legal Operations
    Dental Intelligence, Inc., 5132 N. 300 W. Ste. 100 Provo, UT 84604or email at 
    legal@DentalIntel.com.  Federal law requires your notice to include the following information: (i) identification of the copyrighted work that you claim has been infringed; (ii) identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it; (iii) your address, telephone number, and e-mail address; (iv) a statement declaring under penalty of perjury that (A) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (B) the above information in your notice is accurate, and (C) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and (v) your physical or electronic signature.

  1. HIPAA COMPLIANCE.  
  1. In accordance with the provisions of the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, including the Privacy Rule and Security, as amended (“HIPAA”), you agree to follow and abide to the following standards (all undefined terms in Sections 18 and 19 have their meaning defined by the HIPAA regulations):
  1. You will ensure that your use of the Services complies with applicable law, including but not limited to laws relating to maintenance of privacy, security, and confidentiality of patient and other health information.
  2. You agree to implement and maintain appropriate administrative, physical and technical safeguards to protect information within the Services. Such safeguards must comply with federal, state, and local requirements, including the Privacy Rule and the Security Rule.
  3. You will maintain appropriate security with regard to all personnel, systems, and administrative processes used by you or members of your workforce to transmit, store and process electronic health information through the use of the Services.
  4. By using the Service, you consent to the terms of the Business Associate Agreement set forth below and you agree to protect any information received through such communication services in accordance with the terms of such business associate agreement.
  5. Dental Intel applies the standards of the Privacy Rule in permitting access to the Service.
  6. You acknowledge that other federal and state laws impose additional restrictions on the use and disclosure of certain types of health information, or health information pertaining to certain classes of individuals.
  7. You agree that you are solely responsible for ensuring that personal health information is subject to the restrictions of the Privacy Rule and applicable law. In particular, you will:
  1. not make available to other users through the Service any information in violation of any restriction on use or disclosure (whether arising from your agreement with such users or under law);
  2. obtain all necessary consents, authorizations or releases from individuals required for making their personal health information available to Dental Intel; and
  3. include such statements (if any) in your notice of privacy practices as may be required.
  1. Dental Intel is committed to maintaining the confidentiality of information entrusted to us, especially individually identifiable personal and health information. Dental Intel follows its HIPAA policies and procedures. You are responsible for determining if the Service meets your compliance standards.

  1. USE OF PROTECTED HEALTH INFORMATION.  The Service may include use of your patients’ Protected Health Information that you or your personnel input or upload onto the Service or that Dental Intel receives on your behalf from your authorized service providers or our third party partners (“Your Health Information”). You retain all rights with regard to Your Health Information, and Dental Intel will only use such information as expressly permitted in this Agreement and our Business Associate Agreement. You authorize Dental Intel, as your business associate, to use and disclose Your Health Information as follows:
  1. Dental Intel will permit access to Your Health Information by business associates to whom you have consented to provide access to the Services and who have otherwise agreed to integrate with our systems pursuant to appropriate assurances. You acknowledge that once Dental Intel has granted access rights to another provider or covered entity (or their respective business associates), Dental Intel has no control over the uses and disclosures that the business associate makes of Your Health Information, and the recipient may be subject to its own legal or regulatory obligations (including HIPAA) to retain such information and make such information available to patients, governmental authorities and others as required by applicable law or regulation.
  2. Dental Intel may “De-Identify” (means health information that has been de-identified in accordance with the provisions of the Privacy Rule) Your Health Information and use and disclose de-identified information.
  3. Dental Intel may create limited data sets from Your Health Information, and disclose them for any purpose for which you may disclose a limited data set; and you hereby authorize Dental Intel to enter into data use agreements on your behalf for the use of limited data sets, in accordance with applicable law and regulation.
  4. Dental Intel may use Your Health Information in order to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the Service makes available, in order to render these reports to you. Preparation of such analyses and reports may include the use of data aggregation services relating to your treatment and health care operations, which Dental Intel may perform using Your Health Information. Such reporting will be done in a manner that does not make any disclosure of Your Health Information that you would not be permitted to make.
  5. Dental Intel may use Your Health Information for the proper management and administration of the Service and our business, and also as required to carry out its legal responsibilities.  Dental Intel may also disclose Your Health Information for such purposes if the disclosure is required by law, or Dental Intel obtains reasonable assurances from the recipient that it will be held confidentially and used or further disclosed only (i) as required by law (as such term is defined in 45 CFR §164.103), or (ii) for the purpose for which it was disclosed to the recipient, and the recipient notifies Dental Intel of any instances of which it is aware in which the confidentiality of the information has been breached. Without limiting the foregoing, Dental Intel may permit access to the system by our contracted system developers under appropriate confidentiality agreements.
  6. From time to time Dental Intel may incorporate information it receives from your authorized service providers; (including any third party product or services) or our third party partners into the Service provided to you. Such information may include, without limitation, clinical information such as lab results, imaging results, eligibility information, and prescription history; and shall, upon incorporation into the Service, be treated as “Your Health Information” for all purposes hereunder. You hereby authorize Dental Intel to request and receive such information on your behalf from such authorized service providers or Dental Intel’s third party partners.
  7. You are solely responsible for affording individuals their rights with respect to relevant portions of Your Health Information, such as the rights of access and amendment. You will not undertake to afford an individual any rights with respect to any information in the Service other than Your Health Information.

  1. DE-IDENTIFIED INFORMATION.  In consideration of Dental Intel’s provision of the Service, you hereby transfer and assign to Dental Intel all right, title and interest in and to all De-Identified Information that Dental Intel makes from Your Health Information as outlined herein. You agree that Dental Intel may use, disclose, market, license and sell such De-Identified Information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, use, license, or other commercialization thereof.  You acknowledge that the rights conferred by this Section are a major consideration for the provision of the Service, and absent these provisions, Dental Intel would not enter into this Agreement and agree to provide the Services.  

  1. BUSINESS ASSOCIATE AGREEMENT.  This Business Associate Agreement (this “BAA”) is entered into by and between Dental Intel and you (“Healthcare Provider”) who entered into the Agreement for the Service. This BAA applies with respect to any and all Protected Health Information (PHI) that may be collected, accessed, used, processed or disclosed pursuant to Dental Intel’s performance and Healthcare Provider's receipt of services under the Agreement.  Pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as updated and amended by Subtitle D of the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), Dental Intel may from time to time act as a business associate in the performance of services for Healthcare Provider under the Agreement. In such event, the Healthcare Provider is a covered entity. Pursuant to this BAA, Dental Intel and Healthcare Provider agree to access, use, process and disclose any such PHI in compliance with the requirements of HIPAA and the HITECH Act, and their implementing rules and regulations.  By accepting the terms of the Agreement or by using any service made available under the terms of the Agreement, Healthcare Provider accepts the term and conditions of this BAA. Please note that Dental Intel reserves the right, at our sole discretion, to change this BAA from time to time. Healthcare Provider's continued use of the services provided under the Agreement after any such change takes effect will be deemed to constitute Healthcare Provider's acceptance of and agreement to the revisions to this Agreement.
  1. Definitions.  Capitalized terms not defined in this BAA will be defined as provided in HIPAA, the HITECH ACT and their implementing rules.
  2. Uses and Disclosures of PHI.
  1. Healthcare Provider may from time to time disclose PHI in conjunction with Healthcare Provider's receipt of services under the Agreement. For purposes of this BAA, “Protected Health Information” (PHI) is limited to PHI, as defined in HIPAA, HITECH and their implementing rules, that is accessed, used, processed or disclosed pursuant to the Agreement.
  2. Neither party will access, use, process or disclose such PHI for any purpose other than as permitted under this BAA and applicable law. Each party may access, use, process and disclose the PHI it receives for the proper management and administration of such party, to perform its obligations under and receive the benefits of the service delivered under the Agreement and to otherwise carry out its legal responsibilities; provided, however, that in all cases such use is permitted under applicable law. Either party may disclose PHI if the disclosure is required by law. Either party may also disclose PHI for the proper management and administration of the business of such party, provided it obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law and for the purpose for which it was disclosed.
  3. Each party will maintain appropriate safeguards including, but not limited to, administrative, organizational, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the PHI.
  4. If either party becomes aware of any unauthorized access to or use, processing or disclosure of unsecured PHI, it will so notify the other party. Such notice will contain: (i) the date of discovery of the unauthorized access, use, processing or disclosure; (ii) a listing of the identification of individuals and/or classes of individuals who are subject to the unauthorized access, use, processing or disclosure; and (iii) a general description of the nature of the unauthorized access, use, processing or disclosure. The party responsible for such unauthorized access, use, processing or disclosure will perform an appropriate risk assessment to determine whether the PHI has been compromised. In performing the risk assessment, such party will consider a combination of factors such as: (i) the nature and extent of the PHI affected, (ii) the unauthorized person who impermissibly used the PHI or to whom the PHI was impermissibly disclosed; (iii) whether PHI was acquired or viewed and (iv) the extent to which the risk to the PHI has been mitigated. The results of such risk assessment will be provided to the other party. Dental Intel is not responsible for monitoring Healthcare Provider’s own access to or use, processing or disclosure of PHI.
  5. In the event of an unauthorized access to or use, processing or disclosure of unsecured PHI, the party responsible for such unauthorized access to or use, processing or disclosure of unsecured PHI will use reasonable efforts to mitigate, to the extent practicable, any harmful effect arising from such unauthorized access to or use, processing or disclosure of unsecured PHI.
  6. The parties will cooperate with respect to any required notifications that must be made to the individuals or the media with respect to any unauthorized access to or use, processing or disclosure of unsecured PHI.
  7. With respect to any subcontractor or agent to whom either party provides PHI, the disclosing party will first contractually obligate such subcontractor or agent to agree to protect such PHI pursuant to terms and conditions at least as protective as the terms of this Business Associate Agreement.
  8. Dental Intel may de-identify any and all PHI that is in its possession or control provided that Dental Intel implements de-identification criteria in accord with applicable law. De-identified information does not constitute PHI and is not subject to the terms of this BAA.
  9. The parties will .
  1. Compliance with Law
  1. Each party is responsible for its own compliance with any and all existing or subsequent laws, whether by statute, regulation, common law, or otherwise, related to its access to or use, processing or disclosure of PHI. Healthcare Provider agrees that it will have and maintain appropriate consents from data subjects, as may be necessary, for Dental Intel to access, use, process and disclose PHI in accordance with its delivery of services under the Agreement and as otherwise permitted under this BAA.
  2. The parties will provide each other only the minimum amount of PHI necessary for us to perform the Service described in the Agreement.
  3. Upon request by the Department of Health and Human Services (“HHS”), each party will make available to HHS the internal practices, books, and records of such party relating to the use and disclosure of PHI for purposes of ensuring compliance with the provisions of HIPAA and the HITECH Act.
  4. In the event that Dental Intel receives an inquiry from an individual for access to or the right to amend PHI, it will advise Healthcare Provider of that communication and the request. The parties will cooperate in making PHI available to the individual and in making the requested amendment of PHI. The Healthcare Provider will retain and make available on request information required to provide an accounting of disclosures in accordance with the provisions of HIPAA and the HITECH Act.
  1. Termination and Destruction of PHI.
  1. In the event that either party reasonably determines that the other has accessed, used, processed or disclosed unsecured PHI in a manner inconsistent with a material term of this Agreement, it will provide written notice of such breach to the other party and specify in reasonable detail any such breach. Upon receipt of such written notice, the receiving party will have 30 days to achieve compliance with this BAA or to establish a reasonable schedule for compliance with this BAA. In the event that a party fails or refuses to comply with this obligation, the other party may terminate this BAA upon written notice. If either party reasonably determines that the other party has accessed, used, processed or disclosed PHI in a manner inconsistent with this BAA following written notice of a prior breach, the non-breaching party may immediately terminate the Agreement.
  2. Within thirty (30) days of termination of this BAA, Dental Intel will return to Healthcare Provider, or destroy, the PHI made available to Dental Intel by the Healthcare Provide that is in its control and take reasonable steps to ensure that Dental Intel has no means of identifying or reidentifying individuals who are the subject of such PHI. Dental Intel will also obligate any subcontractor to return to Dental Intel, or destroy, any such PHI in the subcontractor's control.
  3. In the event that Dental Intel is unable to return or destroy the PHI in its control, Dental Intel will continue to protect such PHI from further disclosure.
  1. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL DENTAL INTEL OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, PROPRIETORS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE) ARISING OUT OF ITS ACCESS TO OR USE, PROCESSING OR DISCLOSURE OF PHI, EVEN IF IT OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages; thus, this limitation may not be applicable.
  2. Indemnification. Healthcare Provider will defend, indemnify, and hold harmless Dental Intel and its affiliates, and its and their respective directors, officers, shareholders, proprietors, partners, employees, agents, representatives, servants, attorneys, predecessors, successors and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from Healthcare Provider's (i) unauthorized access to or use, processing or disclosure of PHI, (ii) breach of this Agreement or (iii) violation of applicable law.
  3. Notices. All notices and other communications required or permitted to be given by Dental Intel to you under this Agreement will be deemed to be properly given on the date when sent by email to the email address for you last recorded by Dental Intel or sent by postal mail or private courier to the postal address for you last recorded by Dental Intel. All notices and other communications required or permitted to be given by you to us under this BAA will be deemed to be properly given on the date when sent by postal mail or private courier to 5132 N. 300 W. Ste. 100, Provo, Utah 84604, Attention: Legal Department.
  4. Miscellaneous. This BAA contains the final and entire agreement regarding the subject matter hereof and supersedes all previous and contemporaneous oral or written agreements. The failure by either party to enforce any right or provision of this BAA will not constitute a waiver of that provision or of any other provision of this BAA. If any provision of this BAA is determined to be invalid or unenforceable by a court, such provision will be deemed severable and the remainder of this Agreement will remain in full force and effect. This BAA may not be assigned by you. Both parties agree that this BAA, as well as any and all claims arising from this BAA will be governed by and construed in accordance with federal law and the laws of the State of Utah, without reference to its conflicts of law rules, and the parties irrevocably submit to the exclusive jurisdiction and venue of the courts of Utah County, Utah. The parties are independent contractors and this BAA does not create an agency, partnership or joint venture.

  1. INTELLECTUAL PROPERTY NOTICES.
  1. All contents of the Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright © Dental Intel, and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.
  2. Dental Intel and the Dental Intel logo are including without limitation, either trademarks, service marks or registered trademarks of Dental Intelligence, Inc., and may not be copied, imitated, or used, in whole or in part, without Dental Intel's prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
  3. Dental Intel may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.



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